Maximares Rising
by Cydra
Summary: Without warning, Princess Twilight Sparkle and her friends have been abducted by aliens. When they next wake up, they find themselves inside new robotic forms. Before they could regroup, they're randomly scattered throughout another universe. Their journey home will not be easy as they will have to deal with some of the nastiest 'Cons in Cybertronian history.
1. Applejack vs Soundwave

**Maximares Rising**

 **Chapter 1: Applejack vs. Soundwave**

 _It was a bright, sunny morning on Sweet Apple Acres. Applejack was getting breakfast together for the family before they all started on their work day. Apple Bloom had yet to get downstairs. Apparently she was sleeping in pretty late today._

 _Applejack chuckled to herself as she trotted over to the stairs. She'd overslept herself once or twice at Apple Bloom's age before she called up. "Apple Bloom? Breakfast."_

 _"Just 10 more minutes..." came Apple Bloom's yawning voice._

 _"Nope...come on down." called Applejack, before trotting up the stairs_

 _"Alright, alright, I'm comin'," said Apple Bloom as she walked out of her room._

 _"That's a good little filly," said Applejack before going back down and into the kitchen, "Got plenty of flapjacks for you ta eat up. Better hurry before Big Mac starts eatin' em."_

 _Applejack wandered back, her ears pricking as she heard Apple Bloom complaining about early mornings before the voice stopped suddenly, followed by a series of thumps and thuds that caused a chill to run down Applejack's spine ._

 _Applejack ran back and yelped, "Apple Bloom, are you al-" Her words froze as she saw the bizarre thing at the bottom of the stairs. It looked like some sort of mannequin except it had two legs and two arms. One of those arms was massaging its head which was oddly decorated with Apple Bloom's hair and ribbon. And most disturbingly, Apple Bloom's face was on the thing's chest._

 _"Ow, mah proces...sor…" said the thing in Apple Bloom's voice, pausing as it saw Applejack ._

 _"What...what the hay..." said Applejack as she backed up before she bumped into something. She turned to find Granny Smith and Big Macintosh. "Guys, Apple Bloom's turned in some kinda mannequin thing!" yelped Applejack._

 _"Oh dear, looks like our little family secret's out," said Granny Smith before suddenly unfolding mechanically and assuming a shape not unlike the other thing except taller. "It's a bit of a relief to not have to keep imitating that rickety old horse though," said the thing in a much younger-sounding version of Granny Smith's voice._

 _"Eyup," said Big Mac before also becoming a mechanical creature._

 _"Where the hay is mah family?" snapped Applejack, backing up, her ears flat against her skull._

 _"Scattered to the winds, quite literally," said 'Granny', "But don't worry, you'll joining them really soon."_

 _"We can't have you telling anypony about our invasion before we're ready to go," said 'Apple Bloom'._

 _"Nothing personal," said 'Mac' before his arm converted into a large cannon and he aimed it at Applejack._

* * *

Applejack's eyes shot open at that, the room she was in lit with emergency lighting as a calm voice said, "Hull breach on decks 15 through 24...NSC vessels have firing solution." before a dull boom was heard and the floor shook her off her feet and into view of a reflective metal surface .

For a second, Applejack thought her skin was fragmented in several pieces. But a quick look at herself saw that she was still whole...wait, are those seams? Another explosion, even closer, interrupted her pondering. "Warning, transwarp cell damaged. Transwarp field becoming erratic."

Another explosion was heard at that, the voice saying "Ghost units detected on deck 5 and 1. Counter boarders respond...alert...core breach imminent. All units abandon ship." as the shaking began to become constant, Applejack noticing several canisters being retracted. "Preparing prototype pods for emergency ejection. Chance of D-warp...100% on detonation," said the voice before it paused, "Warning...subject five is active. Security to neutralize."

"What's subject five?" asked Applejack. Just then, what looked like a couple of sleek wagons came racing towards her. As they got close, they suddenly shifted into bipedal creatures that were each pointing a gun at her. Applejack gulped and said, "Ah think that's me."

"There it is, blast it!" said one of them, an energy blast narrowly missing Applejack, the voice saying "Alert...reactor breach in 2 minutes."

Applejack hadn't a clue what was going on, but she knew what she was gonna do: run. She quickly dashed off as the machine creatures fired at her. They weren't very good at shooting as they mostly shot the machinery that she passed.

One of them snapped, "Watch your fire! The boss'll scrap us if we cause data to be lost." before a boom was heard and its head vanished.

Applejack looked to see more bipedal beings, but these were significantly shorter than the others and looked more like they were wearing armor than being machines. The last attacker turned in shock before one of the new attackers fired a blue pulse that blew it in half before they looked at each other and slowly headed forward.

Applejack wasn't sure she wanted to stick around so she galloped off down a gap between two machines far too narrow for those to follow her through.

The ship shook at that, throwing her off balance as the voice said "Dimensional instability at 100%. Warps detected...structural instability compromised."

Applejack gulped, for some reason her brain supplying a thousand reasons why that was bad before a huge steel hand grabbed her. "Gotcha," echoed a voice before everything turned white.

* * *

When Applejack came to, the first thing she noticed was it was intensely hot. The reason why was pretty clear when looked around and saw that she was in the middle of a desert. She shook her head and looked around some more, staggering up a dune to see just more desert, mountains in the far distance, rippling in the heat. After a minute she looked down to see the two machines from earlier, the top open. She had a few seconds to realize what that meant before something pressed against the side of her head. "Don't even twitch, tin can," said an annoyed voice.

"Who you callin' tin can, tin can?" snapped Applejack.

"I'm talking to the asshole robo-creature that goes around nuking our colonies..." snapped the voice, Applejack turning her head to see a bipedal creature, normal flesh visible under sleeveless armor and holding a huge cannon, the inside of the barrel glowing faintly inside.

A second, more cheerful voice said, "Dante, cool your jets. She's smaller than we are outside the mechs."

"So? She's probably an infiltration model," said the first one.

"Bad design if you ask me," said a second figure, the cheerful one before pulling the helmet off to reveal a furless ape-like face, apart from some black fur on the top of his head and on his chin. "Unless they're gonna infiltrate Paradiso," he added smugly .

"I have no idea what you two are talkin' about," said Applejack before looking around and asking, "And where the hay are we anyways?"

"Not a clue in hell. Dimensional locator's offline. Must be somewhere in Cyber...your territory or we're in the uncharted sectors. I'm hoping it's your territory. All you'll do is tread on us," said the cheerful figure before slapping the first one's gun aside, "For the last time, Dante. Calm the smeg down."

Applejack was trying to calm herself, but being out in the middle of the desert wasn't helping. There was even a pair of buzzards flying overhead that just screamed 'bad omen'.

"Matt Lynch, you're a damn idiot and a traitor. These things are the enemEEEEEEE!" he snapped, yelping as Lynch kneed him.

"One: I'm a merc which means I can't be shot. Two: She's about as threatening as a teletubby and three: We dunno where we are, have limited food and water and even more limited ammo so we need someone who might have the ability to sense supplies." Matt said conversationally as Dante whimpered .

"Ya mean me?" asked Applejack.

"Yes. You're a robot. You probably got zoom vision or laser eyes or something," said Lynch.

"What the heck's a robot?" asked Applejack.

"You..." said Dante, tapping the top of Applejack's head, causing a clanking noise .

"Hey, cut that out!" snapped Applejack, backing up.

"Hate to say it but the gung-ho dufus is right. You're a robot, a Cybertronian to be exact," said Matt before a caw was heard up above and he yelled "SHUT IT, I'M TALKING!" Then there was a whooshing sound and Lynch said, "Oh smeg, HIT THE DECK!"

Applejack looked to see the buzzards flying at them. And it was clear that the only reason she thought they were buzzards was because they were so far away. They were mechanical buzzards, much larger than the real kind with guns mounted on their backs.

Matt rolled onto his back and aimed a hand held device. "Screw you, you robot rejects." he snapped, firing a blast that depressed him into the ground. The blast barely missed the buzzard-bots, but the red-winged one gave out a squawk of fright and flew away. The yellow-winged one was apparently made of sterner stuff and flew back at them, strafing at the ground with its guns.

Matt and Dante fired as it flew over before Dante yelled "You on our side or not? Blast the freak!" he snapped at Applejack .

"How am Ah supposed to do that?" asked Applejack, "Ah'm just a pony, not bird-shooter thing."

"You're a smegging robot! Make that funny noise they make!" snapped Matt before he was knocked onto his back by the bird thing .

"What funny noise?" demanded Applejack before she heard a metallic growling. She turned to see what looked like a robotic panther crouching on some rocks nearby, the missiles on its hips aimed directly at them.

"That one?" suggested Dante, turning and firing

The panther-bot easily jumped around Dante's firing and made a dash forward. Before either of the pilots could react, it grabbed Applejack by the neck and started running away with her. "Get offa me, ya mangy cat!" yelled Applejack as she tried to kick at it.

Matt and Dante kept firing till it was out of sight, Lynch turning before stomping towards his mech, muttering about damn cats. "And what do you think you're doing?" demanded Dante.

"Going after the kitty that ran off with probably our only ticket off this rock," said Matt, not turning around and climbing up his mech and into the cockpit

"Aren't you forgetting we have a killer condor to deal with?" asked Dante.

"No we don't," said Matt, pointing up at the clear sky, the buzzard-bot having flown off. "That thing was a distraction to let Captain Kitty-Cat sneak up on us. That thing's important to them and so it's probably important to us too," he added, shutting the hatch and his mech powering up before he said over the mechs loudspeaker, "Now are you suiting up or do I get a bounty all to myself?"

Dante sighed and muttered to himself, "I'd never hear the end of it," before climbing back into his mech.

* * *

Ravage grumbled as he felt the protoform kick his chassis again before he finally said in a low voice, "If you do that once more, I will tear out your CPU!"

"You can talk?" asked Applejack with surprise.

"Of course I can, fool," snapped Ravage as the two headed down a dune, "Now what is a protoform doing with two humans and their pale comparisons to us?"

"What's a protoform?" asked Applejack.

"Oh, you are new. You are a protoform. Barely online it seems," snapped Ravage .

"Ah have no idea what that means," said Applejack.

"By the Allspark, are the Autobots truly this desperate?" muttered Ravage before saying, "You are a protoform, a Cybertronian that has yet to take his or her defensive form such as my own." in a voice that was almost a snarl .

"Ah'm just an Earth Pony from Ponyville, which Ah'm guessin' is nowhere near here," said Applejack.

Just then, the two buzzard-bots landed. "Finding her a hard nut to crack?" asked the red-winged one, "I bet I can make her spill her secrets."

"Oh, sure, she'll be so scared of you, Laserbeak," said the yellow-winged one sarcastically, "Especially when she saw you fly away with your thrusters between your landing pads."

"Silence, both of you. She is a protoform, clearly with corrupted memory," snapped Ravage.

"The boss can find out for certain," said the yellow-winged one.

"Of course. It looks half-starved. One of you idiots, find some energon. She cannot answer questions if she offlines from energy shortage," snapped Ravage .

"Can you manage that or are you gonna spooked off," asked the yellow buzzard-bot to Laserbeak.

"Oh, ha, ha, very funny, Buzzsaw," said Laserbeak before flying off.

Ravage transferred his glare to the remaining bot who said "Ok, I'm going, yeesh," before flapping off .

Ravage turned back to Applejack and said, "So, tell me what you know of Cybertron."

"Never heard of it," said Applejack.

Ravage rolled his optics and said, "Either you're as dumb as a Dinobot or you were built on this pathetic planet."

"Nope, born in Equestria," said Applejack calmly only for Ravage to think.

"No, I do not know that planet. Either it is more memory damage or it was destroyed in the early days of the war," said Ravage calmly .

"What war?" asked Applejack.

"Definitely the memory damage," said Ravage.

The two buzzards flew back at that, holding a glowing substance between them and apparently arguing over who was carrying it till Ravage lost patience and fired a missile over their heads. "ENOUGH!" he roared . The buzzards dropped the glowing thing in front of Applejack. "Fuel up quickly," said Ravage.

"Erm...Ah don't think that edi..." began Applejack.

"Just drink it!" snapped Ravage, pushing Applejack's face into it.

There was a metallic clank and Applejack yelled, "Ow, that hurt!"

"THEN DRINK!" snapped ravage, Applejack grumbling as she complied, and her eyes shooting bug-eyed wide. Applejack made a few bangs like an engine backfiring she suddenly started running around the trio at incredible speed.

"Definitely a protoform, can't hold her energon," said Laserbeak sagely .

"Can't we just put her in stasis lock?" asked Buzzsaw.

"No, I think she'll do that to herself shortly," said Ravage calmly as Applejack said various things at warp speed

"Couldn't be soon enough," said Buzzsaw. Just then, Applejack's speed started to drop dramatically and she soon slumped to the sandy ground.

"Aaaand down she goes," said Laserbeak cheerfully .

"Good, you'll be carrying her," said Ravage as he jumped onto Buzzsaw's back.

"Why do I have to carry you?" protested Buzzsaw.

"Because Laserbeak has a low pain threshold," said Ravage before sinking his claws into Buzzsaw.

* * *

"We're lost," said Dante, Matt saying darkly "Shut up." for the 5th time that hour.

"We can't figure out blip with our navigators," said Dante.

"We just need to find a landmark," snapped Matt.

"Sure...is it the dune over there...or the dune over there?" said Dante sarcastically, his mech pointing at the relevant areas.

"Well, we didn't wind up on a desert planet," snapped Matt, "There's gotta be...something somewhere!"

"Like sand?" asked Dante smugly as the two mechs strode along .

"Why couldn't we have gotten the flight-capable mechs?" grumbled Matt.

"Cause they don't exist," snapped Dante as they strode over another dune and paused.

Below them looked like what ought to be a simple coal mining operation, though rather out of place in the desert. However, the coal was being shoveled into a large machine was churning out pinkish cube. Most noticeably, the six vehicles that were transporting the coal were construction vehicles of a uniform bright green, at least until they got to the machine and shifted to robot mode to dump the coal in.

"Well, we know why the Cybertronians are here. Energy mine," said Dante calmly, readying his shoulder launcher before Matt blocked the shot.

"Yes...shoot the energy mine and crack the planet in half," he scolded .

"Like this planet is that small and fragile," said Dante.

"We're small and fragile enough," pointed out Matt.

"Fine, we wait," snapped Dante .

"Right, those vultures have to come refuel at some point," said Matt, "Then we'll, uh, well, we'll definitely shoot them down."

"Urgh...it's not like they're gonna drop right in our lap," snapped Dante . Just then, there was the sound of jet engines as the two buzzard bots flew overhead, the red one carrying the pony. "Not a word, Lynch," growled Dante .

"Ok, take out the yellow one and the other one's sure to engage us," said Matt before pausing and saying, "Well, maybe we ought to do it away from where those other ones can see us."

* * *

Applejack yelped as she was dropped into the dirt by one of the buzzards. "Ow...darn varmints," she groaned, getting up .

"We brought the protoform," said Laserbeak.

"Excellent," said a very robotic voice. Applejack looked up to see a robot taller than the others she has seen. It was mostly blue with a large glass panel on its chest with an angular purple symbol on it. The robot's face was mostly comprised of a red visor and a large mouthplate, so it was impossible to tell its expression.

"Wh...who are you?" asked Applejack, looking around for a possible escape .

"I am Soundwave, Decepticon communications officer," said the robot in a monotone, "My comrades were able to save you before you fell into maleficent hands."

"Your varmints attacked me and Ah'm supposed to think you're the good guys?" said Applejack skeptically.

Laserbeak, Buzzsaw, and Ravage let out growls at that. "Their programming is more primitive and more likely to react with more hostility than necessary," said Soundwave, "Their roughness was to ensure your safety." The beast bots were about to protest but Soundwave gave them a look that silenced them.

Applejack could sense the lie immediately but common sense also pointed out she was surrounded and in deep trouble. Playing along was the only option . "So who was it ya'll were savin' me from?" asked Applejack.

"The organics of this planet are menacing to those strange to them," said Soundwave, "And the Autobots are the worst enemies. They are ruthless conquerors who will destroy anyone who gets in their way."

Applejack mentally rolled her eyes at that, wondering how someone could lie so convincingly and thanking her stars for her element . "So why go so far out of your way to save me?" asked Applejack, "You don't even know who Ah am."

"Not currently, but that can be amended," said Soundwave before reaching out with two fingers and touching either side of Applejack's head. "Interesting, it appears multiple firewalls have been placed into your harddrive programming, blocking off long-term and some short-term memories," said Soundwave calmly .

"How do you know that?" asked Applejack.

"I know many things," said Soundwave, "For example, you are currently unaware of your ability to transform. Shall I trigger it for you?"

"Ah guess so," said Applejack uncertainly.

Soundwave nodded and began to feed in basic training programs as well as how to scan for a form, before starting to add a Decepticon loyalty program...before an energon storage silo exploded and threw everyone on their sides.

* * *

"Who the hell is that guy?" muttered Matt, he and Dante watching as their new companion was confronted by what was probably the panther and birds' boss.

"Not sure, but I definitely know who's side he's on," said Dante, noting the Decepticon insignia on the robot.

"This again? The idiots in high command always blow this theory off..." said Matt before wincing as the leader shoved something into Applejack's head, "Oh, that's looks nasty. Dante, your mech has the new AIs. What's he say it's up to?"

After a moment, the AI responded, "Target is having its programming read and modified."

"Ok, that's good enough for me. Rocket time!" said Matt cheerfully, Dante yelling "No wait!" before Matt fired, the rocket shooting high into the sky, over the intended target of Soundwave and down onto a silo which erupted in a blue fireball.

"Your aim's still top notch, I see," said Dante dryly .

The explosion earned the wrath of the three cassette-bots who charged at the mechs. Soundwave himself started firing at them as well. "Oh well, party time," said Dante in an annoyed tone, the two opening up with their mechs' main guns, a hail of heavy caliber rounds and plasma shooting down.

The cassette-bots were able to dodge most of the firepower, but soon started getting winged. At this, Soundwave pushed a button on his upper chest and intoned, "Rumble, Frenzy, eject." A pair of cassettes popped out of his chest which soon converted into more humanoid robots than their companions.

"Let's teach them a lesson," said Rumble before he started pounding the ground with his pile drivers.

Matt yelped as the two mechs shuddered under the shake but stayed upright. "Oi, no earthquake tests!" he snapped, firing another rocket, this time on target at Rumble.

The small bot just narrowly avoided getting shot. "I'll show ya how to really rattle 'em," said Frenzy before spinning his drills at such a high speed that they produced a piercing sonic frequency.

Matt yelped as the blast hit his mech, causing sparks in the cockpit. "Warning: sonic vibration beyond safe parameters," said the computer, Matt managing to fire his plasma gun at Frenzy enough to throw the aim off (and sadly onto Dante who began swearing at him).

Of course, this gave Rumble the opening to get closer and cause more seismic tremors. The other cassette-bots were also starting to close in. Matt just snapped at that, Dante rolling his eyes and muttering "Oh, not again," as he heard manic laughter over the com as Matt just started firing indiscriminately at anything that moved and anything that didn't, up to and including the sand dunes.

The cassette-bots dodged at first, but soon paused when they realized Matt wasn't really aiming at anything. Once they had gotten back to a far enough distance, they watched as Matt wasted his ammo.

"You know, this is more fun than when Blitzwing got into an argument with himself" said Laserbeak conversationally, both of them wincing as frenzy was hit by a lucky shot and went head over heels into a pile of energon .

"Shouldn't we take out the other one?" asked Ravage, eying Dante's mech.

"No...he's actually aiming," said Laserbeak, yelping as a shot narrowly missed. "SEE?" he snapped.

"Stand clear," said Soundwave before he fired a concentrated blast of pure sound at the mechs. The two mechs were instantly thrown backwards, sparks from their joints indicating they were out of commission. "Secure the pilots," Soundwave ordered, adding "Alive and able to converse."

"What about the protoform?" asked Buzzsaw.

"She has useful data, bring her as well," said Soundwave.

Applejack shook her head before being hit by a stasis lock blast.

* * *

 _...And woke up with a jump in a strange room. "AJ, I thought I was the one who liked to nap?" teased a cyan winged pony with a rainbow mane and tail ._

 _"I am so looking forward to doing the redecorating of this palace," said a white unicorn with a spiraling mane and tail, "Not that it needs much, but just a few little tweaks."_

 _"Yeah...like some balloons and some confetti and we could even get Discord to put in a chocolate rain fountain," said a pink pony, bouncing around._

 _"Uh, do you think we can have a few birdhouses here?" asked a yellow Pegasus with a long pink mane and tail._

 _"I'm sure we can," said the purple alicorn, "But first, I want to know what all this castle has in it."_

 _A mismatch of creatures in one body, floating up at the ceiling said in an amuse voice, "My dear Twilight, a castle like this is probably chock full of secrets. Maybe even some that should stay secret. Haven't you heard about the saying about curiosity and the cat?" turning into a cat with cartoon x's over its eyes before turning back._

 _"Discord, this is my castle, my home," said Twilight, "Shouldn't I, of all ponies, ought to know its secrets?"_

 _"Said the pony before she wandered into the cockatrice's lair," teased Discord._

 _"Oh, like that's supposed to be the defining example," said Twilight in an annoyed tone._

 _Just then, a little dragon ran over to her with a few scrolls. "Twilight, we've got 6-" he started letting out a flaming burp that turned into another scroll, "7 reports of those UFO sightings."_

 _"Spike, you know there are no such thing as UFOs," said Twilight._

 _Discord just starting chuckling darkly at that till Applejack asked "What's so funny?"_

 _Discord said, "You think this universe is just this little planet? Oh, there are things out there that make your princesses look like foals."_

 _"Oh, like you've been to other planets," said Applejack._

 _In a flash, Discord was in a spaceman suit and he said, "I actually have. Some places are rather boring, but others are really fun." He flashed to become a balding hairless ape saying, "I have to say, Jean Luc was perhaps my favorite. But that's beside the point..." before he flashed back and said darkly, "If you truly knew what was out there, you'd hide in this palace. I hope for everyone's sake that these UFOs are just the Crusaders experimenting again."_

 _"Yeah right, aliens from other worlds," said Applejack, "How gullible do have to be to believe in that?"_

* * *

As Applejack woke up and saw she had been moved to a cave with the pilots in energy cages and Ravage standing guard, she thought to herself, 'Guess not that gullible at all.'

"Oh, look, the tin can's awake," snapped Dante from his cell at that.

"Ah ain't a tin can," snapped Applejack.

"Still in denial?" asked Ravage, "Do I have to jump start your T-Cog to get you to believe?"

"Just do it, even we're getting sick of the self-denial," snapped Matt.

Ravage walked over to Applejack and looked her over before reaching out one paw and hitting her in the chest. "Ow, what was that-" started Applejack before her body started clicking. Suddenly, she rose up onto her extending hind legs as her fore legs extended and hands emerged from the hooves. Her tail swung around and clipped onto her back while the front half of her head separated and moved to her chest. Now Applejack was a humanoid robot, though a remarkably unimpressive one. Her robot mode was noticeably bereft of any weapons, gadgets, or any particularly robotic details.

"You're more of a protoform than I thought," said Ravage, noticing that Applejack didn't even change size other than standing up.

"Surprise," called Matt mockingly.

Applejack wasn't paying attention to any of them. She was looking on herself and was on the brink of fainting or crashing or whatever this body does. She looked like those creatures her family turned into in her dream. Had she always been a robot? Was there a real Applejack? Was anything real?

"Erm...I think you broke her," called Matt, Ravage snapping "Shut up."

Just then, Laserbeak flew in and asked, "What's all the ruckus?"

"The protoform finally transformed," said Ravage indifferently, "Has Soundwave found anything useful in her datatrax?"

"Her internal clock's all messed up," said Laserbeak, before looking at the humans, "Same with their mechs..."

"I said useful, not irrelevant," said Ravage.

"The mechs are scrap, but Soundwave has been analyzing the protoform's datatrax. I think he's making a presentation to Megatron right now," said Laserbeak.

Ravage looked unimpressed, "This tiny thing, it has less to offer then the organics when it comes to firepower or skills."

"Megatron will probably want to know where she's from. Where did she say it was?" asked Laserbeak.

"I don't know. Hey, protoform, where did you..." started Ravage before looking around and finishing, "...go?"

* * *

Applejack was actually not far away, sneaking through the caverns towards where Soundwave was, peering round a corner to see the machine, Soundwave talking to something out of her sight.

"Datatrax of protoform displays prominent tampering," said Soundwave, "But unaltered data heavily suggests she is from a planet with many untapped natural resources."

"And you actually believe this planet of...ponies exists?" said another voice.

"The information indicates it does though the protoform shows modified transwarp energy," said Soundwave calmly.

"Our scientist have barely tapped the full capabilities of transwarp energy yet," said the voice, "Perhaps this protoform is from the future."

"A most logical conclusion," said Soundwave.

"Hmm...I want a full analysis of this protoform, dismantle it completely and find out any useful data from her. I shall be working on a contingency plan in the unlikely event that the Autobots win the Great War," said the voice.

"As you command, Megatron," said Soundwave.

Applejack yelped and backed off, having a good idea what 'dismantled' would mean. Unfortunately for her, Soundwave has very acute hearing and started moving in her direction. Applejack ran as fast as she could, which wasn't very fast as she wasn't used to two legs before a sound blast sent her flying.

"Your eavesdropping was inconvenient, but irrelevant," said Soundwave, "You've merely hastened your dismantlement." He was reaching down for her when both he and Applejack heard an appallingly horrible cacophony which made them both grab the sides of their head.

"By the Allspark!" yelled Soundwave as his systems began to fuse from sheer damage. "Ravage...I told you no torturing!" he ordered down the com.

"I'm not torturing them, he's torturing us!" snapped Ravage.

"Impossible!" snapped Soundwave, before an explosion was heard.

"Rumble, Frenzy, eject," said Soundwave as he let the Recordicons out of his chest, "Guard the protoform while I deal with the prisoners."

* * *

Matt and Dante high-fived, looking at the slowly-regenerating Ravage. "Game on...let's see," Matt said, messing inside the hole before pulling out Ravage's comm circuitry. "Ok, Dante, call in a cruiser," he said.

"Command one, this is Reaper 2-12," said Dante into the comm before a voice said in a bored tone. "This is an imperial military channel, state your species and location and remain in position for arrest."

Dante paused and turned to Matt, "Maybe we shouldn't risk it."

"Maybe it's favoritism talking, but I'd rather take my chances with the enemies we know than these guys," said Matt.

Dante nodded before turning to the comm. "Erm...hi, this is the resistance. We all think you're assholes," he said innocently.

"Do not move, an imperial fleet shall be along shortly to take you all into custody," said the operator with a surprisingly bored tone.

"Good for you, definitely don't track this signal," said Matt cheerfully. Ravage growled as he tried to get back up but Matt kicked him. "Bad kitty," he said.

Dante sighed as Matt yelled in pain, hopping in place. "Ok...let's get out of here," he said, looking around for a weapon, his grenade pistol empty.

Just then, a blast of sound knocked them off their feet. Soundwave strode in with an annoyed tone. "You are the one who..." he began, taking into account the stasis-locked Ravage, next to the humans barely up to the top of his leg. "You are proving to be more of a nuisance than worth keeping," said Soundwave, his shoulder cannon aiming at them.

"We do our jobs so well," groaned Dante.

"Once I extract the relevant data from your minds, your bodies will be disposed of," said Soundwave before grabbing the two of them in each hand.

"Meep," began Matt before saying, "Hey Dante...you haven't got anything else up your sleeves, have you?"

"Fresh out, I'm afraid," said Dante.

"Well, we're dead," said Matt simply.

* * *

Meanwhile, Rumble and Frenzy were getting bored watching over Applejack. "Ah, why do we have to watch this dumb horse anyways?" asked Rumble.

"Cause she's from another planet," said Frenzy.

"So? We're from another planet," said Rumble.

"A planet we haven't been to yet, dumb bolts," said Frenzy.

"Oh, so?"

"So, that means there's plenty of energy there to drain once Soundwave figures out how to get there."

"Oh, you think whatever's livin' there is gonna put up a fight?"

"Hope, I'm achin' to do some mayhem."

"And even if they don't, weapon calibration's important," said Laserbeak .

"What? Yer gonna invade my home?" snapped Applejack.

"Duh, we were planning to do it from the start," said Laserbeak.

"I thought you wanted to help me," said Applejack.

"It's called 'lying'," said Buzzsaw, "Don't you have liars where you come from or do you think everything you hear is the truth?"

Applejack glared at that before saying, "You ain't harmin' mah kin," her hand rotating into a gun muzzle without thinking.

"Oh look, she has a popgun," said Rumble.

"What ya gonna do, shoot corks at us?" teased Frenzy.

The blast that came out sent the duo flying backwards. Applejack looked at her gun with surprise. "Wow, didn't know I could do that," she said. She frowned at that, headed for the cells in time to see Matt and Dante in Soundwave's grip.

She was about to shoot Soundwave when Laserbeak and Buzzsaw flew at her, shooting with their guns. Applejack narrowly avoided their assaults before saying, "The heck with this, transform or whatever." Her body switched back to her pony form, though she took a bit more notice of the grooves and seams on her. As the buzzard-bots flew in for another striker, Applejack reared her hindquarters and gave both of them a bashing on the neck.

Applejack smirked and galloped into the room at that, only for Rumble and Frenzy to pounce on her. "Going somewhere?" said Rumble as Applejack squirmed

"Your defiance is useless," said Soundwave, "You cannot match the power of one Decepticon, let alone my minions. You cannot even discern fantasy from reality."

"Ya mean the fantasies and realities ya'll want me to believe," said Applejack, "Ah don't how ah got here or why or who's who, but there's one thing Ah do know. Ya'll can try to deceive me as much ya like, but mah heart's always gonna know what's the honest truth." Suddenly, her cutie marks on both flanks blazed bright orange.

Frenzy and Rumble were sent flying, Soundwave snapping, "This is illogical!" before noticing that Matt and Dante somehow had shades on.

The bright orange light encompassed a noticeable area around Applejack before there was a final pulse. When the light faded, Applejack had grown noticeably in size, about as big as a true horse. Not that she'd be mistaken for a horse since she was more noticeably robotic in this form, with what looked like a pair of pistons in her hind legs.

Matt finally broke the silence, saying, "Applejack, could you kick this guy's ass, please?"

"Not a problem," said Applejack before standing on her front legs and kicking the charging Rumble and Frenzy with her powerful new hind legs, the pistons obviously meant to enhance the power of her kicks. While she was in that position, she said something that popped into her head, "Applejack, maximize!" She stood up taller on her front legs at the bottom halves of them turned around as foot pieces and spurs flipped out from them. Her head split in half and moved to the sides of her shoulders, which were rapidly becoming hips. Her hind legs repositioned as hands emerged from the hooves. A panel near her tail opened and allowed a robot head that had the tail as a ponytail to come out. Her hat and part of her mane was flipped up into the air by the transformation but she caught it and put it on her head. Now she was a noticeably taller robot, though only waist-high to Soundwave. "Alright, pardner, let's dance," she said.

Laserbeak and Buzzsaw lunged at her again at that. Applejack reached for the pony mode head halves on her hips which turned out to be holsters for a pair of guns resembling six-shooters, but the shots they fired out were apparently more powerful as she soon shot the two bird bots out of the air.

Soundwave glared, dropping Matt and Dante and firing a series of sonic blasts at Applejack, not noticing as Matt and Dante talked to one another before running for it. Applejack managed to avoid most of the blasts before running at Soundwave. She pulled back her right arm as if to punch him, though it seemed odd that her fist retracted as it did. But when she did close to deliver the blow, the reason became clear as her right arm piston extended and her hoof extended out like a pile driver, which allowed her to belt Soundwave even harder.

The result was impressive, denting the area it hit and sending Soundwave flying into the roof with a crash. "Now if ya'll excuse me, Ah gotta be moseyin' on," said Applejack.

Soundwave got up at that, aiming his sound blaster before Applejack glowed and vanished.

* * *

...and reappeared in a control room, the two mechs working at control consoles. "Hey, it worked, Lynch, I owe you a beer," said Dante's voice.

"How in tarnation did Ah get here?" asked Applejack.

"Transporter...we...borrowed that Soundwave guy's ship," said Matt cheerfully .

"Stealin' ain't the right thing to do," said Applejack.

"Oh, like stripping apart our minds and dismantling you wasn't the right thing to do?" asked Dante sarcastically but meaningfully.

"That and how will you get off planet without a ride?" reminded Matt, checking controls. "Ok...there's a few planets nearby and I can jury rig up a rip engine to get us back. Where to, oh tin pony?" asked Matt.

There was a faint orange glow and Applejack looked down to see that the cutie mark on her chest was making the glow. "Ah think Ah know where ta go," said Applejack, "Can ya open up a map or somethin'?"

Matt jumped out his mech and called up a holo on his wrist comp. "All local wormholes, take your pick," he said.

Applejack's cutie mark glowed brighter before a beam of light shone from it onto one of the wormholes. "That one," she said.

"Ok, Dante? Bearing 173...wormhole to dimension X-414. You choose all the fun ones," said Matt cheerfully .

"Hmm, there seems to be an instability with that wormhole, like a transdimensional storm, you sure we want to go in there?" asked Dante.

"It's what mah cutie mark's tellin' me," said Applejack.

"You heard the half-insane cyber. Let's go down the rabbit hole," said Matt.

As the ship turned in the direction the map indicated, Applejack said to herself, "Hang tight, girls. I'm comin' for ya."

* * *

Here's the first chapter of my brand new story. This story is going to feature a lot of Transformers references and allusions, as well as a few other things. For instance, Applejack's nightmare in the opening is loosely based on this picture, but has no bearing on the rest of the story. Applejack's upgraded body uses this design, which I do have permission to use from both the artist and the commissioner. Soundwave and his minions need little explanation, though his conversation with Megatron is meant to foreshadow Megatron's fallacy plan regarding the Golden Disk in Beast Wars. And Discord briefly alludes to one of John de Lancie's most famous roles as Q from Star Trek, which he shares a lot similarities with.

Matt and Dante are the property of Largefish8 who helped me co-write this story. This is the same Matt from Nightmares and Wormholes, but actually from an earlier part of his life before he first came to Equestria. There's a bit of timey-wimey looseness here, but it'll make sense towards the end.

The updates of this story might be on a bit of a sporadic schedule, but they will be constantly flowing. Please keep an eye out for the next chapter and review this one.

This story is also posted on , look for it there.


	2. Pinkie Pie vs Rampage

**Maximares Rising**

 **Chapter 2: Pinkie Pie vs. Rampage**

 _Pinkie happily hopped her way through Ponyville...well, Ponyville according to Pinkie. Pinkie was one of those rare individuals who could know when they were in a dream and play around with it. She was also probably completely nuts but that probably just helped._

 _"Morning, Twilight, beautiful day, isn't it?" asked Pinkie to a Twilight Sparkle with a very oversized head and glasses that were somehow too big for her eyes._

 _"It is indeed beautiful, the atmospheric conditions are quite beneficial to the plant life and the temperature is the exact measurements for tepidness. Did you know that back in-" said Twilight before Pinkie honked Twilight's nose. "Blah blah blah yappity yap yap yakkity yak blather blather yap blah," continued Twilight, apparently not even noticing her change of vocabulary._

 _Pinkie just giggled before continuing. Just another wonderful dream. This one itself had been going on for a little longer then was usual but Pinkie just assumed she was oversleeping again. Mrs. Cake would wake her up if she was needed._

 _"Lalalalalalalala...ooh!" said Pinkie. The last part was in reaction to several pink bumper cars driving down the street. When they got to her, they started changing, extending parts and folding in panels until they had become robotic elephants. Pinkie stared at them for a few seconds before saying, "Yay! Pink robo-elephant parade!"_

 _The robo-elephants quickly aimed weapons at her...before with a flash of pink smoke, they turned into an assortment of instruments that the elephants began to play._

 _Pinkie led the robo-elephants down the street when a voice from nowhere snapped, "What is this scrap? You're supposed to be reeling with shock, not leading a parade!"_

 _"Dreams aren't shocking, unless they have electric eels," said Pinkie as a pair of floating eels appear, "Or static socks," a pair of floating socks appeared, "Ooh, or maybe electric eel socks!" With a poof, the eels and socks merged into a combined pair._

 _"That...is...IT! I CAN'T TAKE THIS SLAG ANYMORE! YOU'RE NUTS! COMPLETELY OFF THE RAILS! We're starting from scratch...AGAIN!" snapped the voice before muttering "and those elephants were my favorite malware too."_

 _"Can I keep the eel socks?" asked Pinkie as they 'swam' around her head._

 _"No, I'm going to erase all your datatrax so I can have a completely blank-" snapped the voice when the eel socks hit Pinkie with a dual electric zap that started making everything jittery and shaky._

* * *

The experimenter glared as he looked at the protoform before a drone said, "With respect, sir. Are we sure using such an...unstable subject is a bright idea?"

"As extremely annoying as she is, she's one of the needed pieces to finding the Enigma," said the experimenter, "There has to be some way to shut down her insanity so she can be reprogrammed."

The drone shuddered at that thought before he said, "Oh, yes. Navigation says we are almost through the NSC lines but a battlegroups close by. We may need to shut down power to the lab and reroute to the cloak."

"Double the security around the lab," said the experimenter, "I don't want any one of those protoforms getting loose."

"As you command," said the drone before the lights began to flicker, briefly going out as power was rerouted, coming back on to reveal a lack of protoform.

* * *

Pinkie opened her eyes to see that she was in some sort of metal pod. "Hmm, cozy, but I wanna stretch my legs," said Pinkie before hopping out. She looked around before hopping her way to a far doorway and out, ignoring the 'clank, clank, clank' she made as she hopped.

As she hopped down the corridor she found herself in, she noticed that everything was made of metal and very big. "I wonder if I'm in a castle," said Pinkie. She hopped her way onwards before reaching a window and pausing. "Oooooh...pretty," she said in awe, seeing the vast star field through the view, several flashing dots seen.

"Gummy, I don't think we're in Ponyville anymore. Gummy?" said Pinkie before looking around. "Oh, wait, that's right, I left him back at my place," she said before hopping along.

An automated message said at that, "All crew...reminder: Silent running protocols are still live. Please also be aware that a protoform has escaped containment. Command orders are live capture," before it went silent again.

"What's a protoform?" asked Pinkie before shrugging and kept hopping and humming to herself.

She paused as several much larger figures ran past, apparently on their way somewhere before hopping into a vast room, bigger than where the Gala had taken place. "Oooh..." said Pinkie happily, hopping in and eyes the huge controls everywhere. It reminded her of Vinyl Scratch's DJ gear, several sizes bigger than usual.

"Hmm, there's only one way to determine what these things do: press every button until something happens," said Pinkie before hopping onto what looked like a chair before onto the control panel.

A voice yelled at that, "What the slag? What are you doing?" before the floor tilted, the view through the viewport tilting as it apparently turned, into the path of a large globe covered in red lights.

"Ooh, pretty," said Pinkie. A second later the 'dome' clinked against the viewport and the viewport turned into a blue fireball. "Oopsies," said Pinkie.

"Emergency...cloaking field disabled...NSC battlegroup altering course to intercept trajectory. All crew to code red," said the voice from earlier.

"Big oopsies," said Pinkie.

"Hey, that's the protoform, grab her!" called one of the large robots from earlier, he and his fellow lunging at Pinkie.

"Better get going," said Pinkie jumping off the control panel. The two bots missed completely headbutting each other before Pinkie said happily, "That's not how you play tag."

"Get back here!" snapped one of them, making a grab for Pinkie.

"Silly, I'm not it," giggled Pinkie, hopping away as the robots gave chase.

Pinkie proved to be annoying effective at evading them, even after they turned into race cars to chase her. The cars were almost finally on top of her before a side wall exploded, sending them flipping, a half dozen mechs striding through the hole, firing rapidly as more explosions were heard .

"Wow, this is a bigger party than I thought," said Pinkie.

"Warning: NSC boarding crews on multiple decks. All crew, shoot to kill," said the panicky voice as several of the new bots turned to look at her and took aim, two more running down a side corridor, chasing the two cars.

Just then, there was an explosion and an automated voice said, "Warning, transwarp cell damaged. Transwarp field becoming erratic."

"Oh...that sounds bad," gulped Pinkie before giggling as energy crackled from a wall onto her hoof, tickling her insides. "Heehee, that tickles," said Pinkie.

"Warning: Breach in 10 seconds," said the voice at that, a rumbling felt through the floor.

Just then, a bluish white energy started crackling around Pinkie. "What's going on?" asked Pinkie before there was a bright flash.

* * *

Pinkie staggered as it felt like someone had spun her like a wheel before dropping her somewhere. And as soon as her eyes focused, she saw that the 'somewhere' was a swamp.

"Ooooh...my head feels all tingly," groaned Pinkie, shaking her head to clear the weird lines from her vision. She looked down at the water and asked, "Are there any hydras in there? Any cragodiles?"

A few reptilian eyes peered out the swamp at that, eyeing her. "Well, I better get to some place dry," said Pinkie before looking up at the cloudy sky, "I wonder if it will rain."

A second later something splashed up and chomped her, dragging her down. A few bubbles surfaced before a 'bleagh' was heard and she was spat into the sky with a 'wheeee' .

After sailing through the air for a while, she ended up landing in a tree. "Wow, that was fun!" said Pinkie, "I wonder if I could do that again."

As she was trying to figure out to get down from the tree, a white owl landed on a nearby branch. And it wasn't just a white owl, it was easily the biggest owl, heck, the biggest bird that Pinkie had ever seen, except that ostrich that she saw in Fluttershy's garden.

"Ooooh...is this Everfree?" she asked happily, looking around before pausing, her position in the tree allowing her to see mountains and a savanna that were definitely not Equestria .

The owl gave her a stern look before saying, "Leave."

Pinkie tilted her head at that before saying, "I didn't know owls could talk except to ask questions."

"Maximals aren't welcome here," said the owl.

"Oh, that's ok, I'm not a Maximal," said Pinkie, "I'd have to know what a Maximal is to be one, right?"

The owl cocked its own head at that. "You aren't a Maximal? Are you a Predacon? You do not act like one," it said in a cold tone.

"What does a Predacon act like?" asked Pinkie.

The owl blinked before saying, "You really have no idea what I speak of."

"Nope, not a clue," said Pinkie happily.

"Hmm...what brings you to this world, little lost Cybertronian?" the owl asked calmly .

"A big flash," said Pinkie.

"A big...flash? I trust there is more information than simply 'a big flash'," said the owl skeptically, wondering if the protoform in front of it has CPU damage.

"Well, there was a big metal room, a bunch of metal guys fighting other metal guys," said Pinkie, "Oh, and I think we were in outer space." The owl blinked slowly before making a tired 'hoo' before jumping as Pinkie said, "I don't know, I've never met any of them."

The owl sighed before saying, "Here, let me try something," before closing its eyes.

A second later, he screeched as he delved deep into the mind of the one he now knew was Pinkie...a world of pink elephants, chocolate rainclouds and enough of a substance called sugar to launch a star cruiser. The owl staggered before falling off his perch in an entirely unbecoming way.

Pinkie looked down and asked, "Are you ok, Icebird? Wait, how did I know your name?"

"I'd ask how you managed to read my mind...but your mind is far from normal, Pinkamena Diane Pie," groaned Icebird from where he'd landed .

"Really? What number am I thinking right now?" asked Pinkie.

"You're thinking of a substance called ice cream," said Icebird calmly.

"Wow, you're good," said Pinkie, "So...where are we anyways? This doesn't look like Froggy Bottom Bog."

"That is because it is not. This swamp is on a planet on the galactic fringe," said Icebird, flapping back up.

"So this is another planet?" asked Pinkie, looking around, "I always thought another planet would look more...other planety."

"I'm surprised you even know what yours looks like, given you are in your own little world," muttered Icebird .

Pinkie's stomach rumbled a bit before she asked, "Is there anything to eat around here?"

"There is plenty of food. You are an equine," said Icebird calmly.

"But there's nothing around here but moss and grass," said Pinkie.

"So? The grass is perfectly edible to equines," said Icebird loftily.

"Ew, just plain grass? With no sugar or ketchup or anything?" asked Pinkie.

"What is this 'ketchup'?" asked Icebird .

"Wow, I really am on an alien planet," said Pinkie, "Don't you guys have any apples or berries or something here?"

"There are those, yes," said Icebird calmly.

"Good, cause I'm really getting hungry," said Pinkie as she tried to wiggle her way out of the tree.

"I think you should..." began Icebird before wincing as Pinkie landed with a crunch at the bottom of the tree.

"It's ok, I landed on my head!" called Pinkie.

"Of course," muttered Icebird .

As Pinkie righted herself, Icebird flew down and said, "I better show you the way. You're liable to end up in a quicksand pool without a guide." Suddenly, his body started to unfold and his head and wings tucked inside. A new pair of legs appeared from what was his shoulders as his zygodactyl feet became a large pair of paws. A new head emerged from where his tail feathers word as the panels of his body snapped back into place, completing his transition from snowy owl to polar bear.

Pinkie clapped her front hooves together in applause before saying, "That was neat. Do it again."

Icebird sighed and said, "When I have need to, I will. For now, let us focus on moving."

Pinkie Pie looked disappointed for a second before she suddenly perked back up, following the polar bear along.

* * *

Meanwhile, a green wasp was buzzing around another part of the forest. This wouldn't be unusual except that the wasp was a lot bigger than any insect had business being.

"Urgh...why Wazpinator have to do lone scout mission? Wazpinator always blown up when on scout mission," groaned the wasp, buzzing around and focusing its eyes on the surroundings.

Just then, a voice on Waspinator's comlink made him stop. "Waspinator, I have a new mission for you," said Megatron's voice, "You are still in the swamp, yes?"

"Yezz...Wazpinator still in horrid smelly swamp with itz giant biting reptiles," said Waspinator, muttering the last parts darkly.

"Excellent, I've just picked up a transwarp energy pulse in that location. You shall investigate it," said Megatron.

"Why Wazpinator alwayz get dangerous missions like that?" moaned Waspinator as the com went dead.

He was about to start searching with the comlink clicked on. "Oh, one more thing," said Megatron, "I'll be sending in Rampage to give you some backup."

Waspinator groaned at that. "Not Crab-Bot. Wazpinator definitely get blown up," he said gloomily.

"Oh, I'm afraid I must insist," said Megatron, "We can't let anything valuable slip away because your clumsy servos, now can we?"

"Yez...Wazpinator will help Crab-Bot," groaned Waspinator .

"I knew you'd see it my way, yes..." said Megatron, "Start scouting ahead and when Rampage gets there, report to him."

"Why can't Crab-Bot do scouting?" whined Waspinator.

"Because Rampage doesn't make very convincing bait," said Megatron before signing off.

Waspinator groaned before flying back towards the swamp. One day, being a scout would be the spark loss of him.

* * *

Meanwhile, Pinkie and Icebird were trudging through the swamp. Thankfully, Pinkie was remaining quiet, though the constant splashing from her hopping was starting to annoy Icebird.

"Can you please walk normally?" Icebird finally snapped, turning to look before pausing as the final hop covered his face in swamp muck from the splash.

"Oops, sorry," said Pinkie before pausing as she heard a rustle in the bushes. As Icebird was wiping the muck from his face, Pinkie went over to the bushes and tried to see what was in there. She was about halfway there when a large wolverine sprang out at her with a roar.

Pinkie jumped back with a surprised scream before zooming back at a speed that impressed Icebird . The wolverine snarled and charged at Pinkie faster than what a wolverine ought to be capable of doing. But Icebird was able to slap the wolverine at just the right time to keep it from attacking Pinkie. "Enough, Dinobite," snapped Icebird, "She is not a Predacon."

"She has the smell of them on her," snarled Dinobite .

"She does not even know what a Cybertronian is, let alone Maximals and Predacons," said Icebird.

"Then she lies. She is a Cybertronian herself. Not that it matters. Without a form, she'll short out from energon exposure soon." Dinobite sneered.

"Wait, you guys say I can transform too?" asked Pinkie.

Dinobite and Icebird looked at one another at that before Dinobite said, "Was your spark damaged by any chance?"

"More like her processor was," said Icebird, "I could barely make anything out of her datatrax."

"So she's insane. We should dump her with the Maximals and be done with it," said Dinobite .

"I was escorting her there right now," said Icebird, "She needed all the help she could get to get through..." He paused before asking, "Do you hear that?" The other paused and soon noticed a buzzing sound getting closer.

The three looked up to see Waspinator fly overhead, mumbling angrily to himself and therefore not noticing. "A Predacon..." growled Dinobite.

"Is that what a Predacon is?" asked Pinkie, "It looks like a big bug to me."

"Shut up, you fool, before he hears us!" snapped Dinobite, as Waspinator flew off and out of sight.

"What's so bad about a big bug?" asked Pinkie.

"They're Predacons. They will shoot you on sight," snapped Icebird

"That's not very friendly," said Pinkie.

"Predacons are not 'friendly'. They are warlike and dangerous. You should learn that quickly," snapped Dinobite, losing what little patience he had.

Pinkie blinked before asking, "So what do you do for fun around here?"

"Fun?" said Icebird, he and his fellow looking confused.

"You know, games, parties, jokes and pranks," said Pinkie before gasping and saying, "Are you saying you don't know how to have fun?"

"You honestly have no idea what hell you've dropped into," said Icebird, doing to his personal danger, another look into Pinkie's mind, this time a history lesson for her. While Pinkie stood stock still, Icebird seemed to be suffering some kind of nervous breakdown, mainly showed by random parts of his beast mode switching back and forth.

"Icebird...brother, are you ok?" said Dinobite carefully, poking Icebird and jumping back as Icebird started laughing. Dinobite snarled at Pinkie and snapped, "Stop poisoning his mind!" before slapping her hard. The blow was hard enough to make her hit a rock on the ground with her head, knocking Pinkie out.

* * *

 _"So you've really been to other planets?" asked Pinkie excitedly, "What are the ponies there like? Do they have awesome parties? Do their cakes taste yummier than ours?"_

 _"Actually, most other planets don't have ponies like you there," said Discord._

 _"Oh? What do they have?" asked Twilight, suddenly all interest before Discord said, "There is one race, my kind of people. Hardly any magic of their own, nobody to regulate their weather and hardly any natural abilities except their imagination and they've already been to their own moon," with a happy voice before his smile vanished. "And then there are others that would eye this little planet like the last cupcake in the shop. Creatures that make Cellie and Loony look like foals," he said, his eyes literal black orbs with a red dot in the middle._

 _"Surely there couldn't be any races that can be so advanced and savage," said Rarity._

 _"Tell me, if you see an ant hill, would you be...grief stricken if you accidentally trod on one? Except dear Fluttershy of course," Discord said calmly before continuing, "To them, you are nothing, possibly less than that anthill, except maybe the Ashen. They'd probably attack because the ant was their distant cousin."_

 _"Well, Ah'd feel bad, but Ah'd be more worried about them ants bitin' me," said Applejack._

 _"Ah, but the ants bite would hardly kill you. It's the same with them. They would barely notice your strongest spells. They wouldn't even need to land," said Discord darkly._

 _"But they'd never come here, right?" asked Fluttershy nervously._

 _"Maybe, my family always has fun putting them off," said Discord thoughtfully, though a hint of bitterness could be heard if you listened closely._

 _"I didn't know you had family," said Twilight._

 _"Did you think I was the only draconequus in Equestria?" asked Discord._

 _"Well, yeah," said Rainbow Dash._

 _"Oh, there used to be lots of us. Many of us got bored, left or fought one another. I stayed behind. I never thought my family's scuffles were interesting when I could be having fun. It's just as well Celestia let me back out before any of the neighbors noticed I was gone," said Discord happily, waving his hand a stickman cartoon following his narration, showing at first, hundreds of stickman draconequi, changing to a cartoon fight cloud and then many of them floating up with suitcases, a stick-draconequus that was clearly Discord left behind, waving a handkerchief at them._

 _"Oh, I didn't realize you were so lonely," said Fluttershy._

 _"Well, I don't miss all of them very much," said Discord, "Some of them were just plain obnoxious." Applejack and Rainbow Dash exchanged glances at that, wondering how bad those other draconequi must have been if Discord thought they were obnoxious._

 _"Anyhow, maybe you'll be lucky? The humans in the void are quite fun, especially the mercenaries. Think of the fun we could have if one came here?" said Discord cheerfully, his eyes back to normal._

 _"Maybe we should go see if those UFOs are friendly," said Pinkie, "We can have a big 'Welcome to Equestria' party."_

 _"Oh, yes, that could work so well," said Discord before changing into a spaceman suit with an oversized brain and skull-like face. "We come in peace," he said in a monotone voice before shooting his ray gun and zapping Spike's tail._

 _There was some laughter, even Spike laughing (probably because the ray gun fired a tickling charm) before Discord suddenly paused before looking up at the same time a knock was heard at the hall doors._

 _"I'll get it!" called Pinkie before hopping over to the doors._

 _The mayor was at the door, half the town outside as well. The cause was clear, a trio of metal machines flying overhead with a metallic shrieking noise, circling the town._

 _"Wow, where'd you get those things?" asked Pinkie._

 _"They just appeared, princess," said the mayor desperately as the trio of machine split off, one spinning in place and starting to fly towards the tree._

 _"I'm not a princess, that's Twilight," said Pinkie, "I'm more like, um, uh..."_

 _Discord however seemed to snap out of it at that before yelling in a serious tone, something that got everyone's attention. "GET OUT OF THAT THING'S SIGHT!" just before two yellow bolts were fired..._

* * *

Pinkie woke up to found that she was moving and was feeling something furry. It took a while for her to realize she was being carried on Dinobite's back.

She looked up to see Icebird as an owl again looking down at her. "She's awake. You can put her down now," he said calmly.

"Finally," grumbled Dinobite before dumping Pinkie off. Pinkie just barely avoided falling into the pond they were next to.

"Hey, that wasn't very nice, Mr. Grumpy McGrumpypants," snapped Pinkie, getting back up.

"Silence! If I had my way, I would dismantle you for nearly driving my leader insane!" snapped Dinobite .

"Enough, Dinobite," said Icebird as he flew down to the ground and transformed back to bear mode, "It's not your opinion alone that matters. All the Mutants should have a voice in this."

"More Mutants?" asked Pinkie before she noticed a bubbling in the water. From the depths of the pond came a large red barracuda and a big grey alligator.

Pinkie's eyes went wide before narrowing on the barracuda, "You're the one who tried to eat me."

The barracuda muttered, "Yeah...you tasted terrible."

"Ingestion, unwise," said the alligator in a robotic monotone, "Protoform, indigestible."

"Oh, you think you're smarter than me, don't you?" grumbled the barracuda.

"Poison Bite, inferior, Soundwave, superior," said the alligator.

"You're not Soundwave," said Icebird in a tired tone, "Your name is Leatherhide and you're not an ancient Decepticon."

"Yeah, quit acting crazy," said Dinobite.

"Information: irrelevant," said Leatherhide, sinking slowly back down before Pinkie said. "My name's Pinkie Pie, nice to meet you all."

"What kind of name is 'Pinkie Pie'?" demanded Poison Bite, "She's a Predacon spy, isn't she? She's been sent to find us so Megatron can keep experimenting on us, hasn't she?"

"No, she's just completely damaged goods," said Icebird dryly.

"Then why hasn't she transformed?" demanded Poison Bite, "She's hiding her faction symbol, isn't she?"

"I've been into her head, Poison Bite. It is not the mind of a Predacon...or a Maximal. It is...let's be generous and call it unique," said Icebird, pausing as he shuddered.

"So how do I transform?" asked Pinkie before blowing on one of her hooves.

"Your T-cog. We all have one," said Dinobite .

"Really?" asked Pinkie before she started poking her belly.

Poison Bite finally said, "Ok, she's not a spy. No spy's that moronic."

"Great, can we toss her out of our swamp now?" asked Dinobite.

"No...not until we know where to send her. A protoform will not last 3 minutes," said Icebird scolding.

"Maximal territory, preferable," said Leatherhide.

"Fine, we will escort her to the edge of Optimus's territory," said Icebird calmly.

"Alert, aerial disturbance, detected," said Leatherhide as the buzzing sound was heard again.

"Mutants, ready yourselves," said Icebird sternly.

Then the big green wasp flew down through the mists. "Ooh, Wazpinator find transwarp signal, Wazpinator find many beast-bots, Wazpinator, terrorizze!" The wasp converted into a bipedal robot, holding its stinger like a gun.

With that, Waspinator landed, aiming his blaster before Icebird said "Seriously?" in a dull voice.

"This is who we've been worried about?" asked Dinobite, "That's Megatron's whipping bot."

"We can take this guy easily," said Poison Bite.

"Wazpinator not afraid of Maximals," said Waspinator, aiming at them.

"We're not Maximals," said Dinobite before he flipped over his front legs while the rest of his body folded inwards as his tail spun around and extended before new forelimbs and a head emerged, finishing his transition to a velociraptor.

"And you should be afraid," said Poison Bite before jumping out of the water. His head and tail split in half before repositioning to the sides, his tail fins and side fins become legs and allowing a new tail to emerge as the head halves became claws and the new head popped out, completing his scorpion mode before he landed on land.

Pinkie Pie clopped her hooves together before her head shuddered in place and she side stepped as Waspinator angrily fired at her. "How did pink protoform do that?" asked Waspinator in confusion.

"Guess I still have my Pinkie sense," said Pinkie Pie, "Now how do I do that shifting thing?" She continued poking at herself with her hooves.

Waspinator however was trying to shoot the others, with his usual lack of marksmanship until Icebird clonked his head off. Waspinator staggered around before finding his head and putting it back on. "Wazpinator finished scouting. Wazpinator going home now," he said before changing to wasp mode and flying off.

"Leatherhide, we can't let him report to Megatron!" said Icebird as he changed to owl mode.

"Affirmative," said Leatherhide as he crawled out on land. He stood up on his hind legs as they shortened into his body. His front limbs expanded and attached to extensions of his torso while his head flipped down to become part of his chest and allow his other head to pop out. After that, Leatherhide in his bat mode and Icebird in his owl mode flew off after Waspinator.

Dinobite and Poison Bite looked at each other before back at Pinkie who was inexplicably sticking her hoof through one ear and out the other. "Spark dammit," groaned Dinobite, hanging his head as it dawned they were stuck babysitting .

I am not gonna spend my solar cycle watching over a protoform who doesn't even know how to transform yet," said Poison Bite.

"Icebird will not be pleased if we lose her." said Dinobite coldly only for Poison Bite to say "Then we'd better find her, causing Dinobite to spin to see a Pinkie-shaped hole in the world and an important lack of the protoform.

* * *

Pinkie meanwhile was bouncing her way towards the edge of the swamp. "I'll be back later when I find out where everypony has gone," said Pinkie, "Ooh, maybe I'll bring cupcakes. They'll like cupcakes."

Unknown to her, however, a dark intelligence had noticed her presence and was waiting for her to get closer. The creature, looking like a giant crab, peered out the water, eyeing its prey, Pinkie. The protoform's spark practically called to him to be absorbed.

"Oh, such gushing joy, such brimming energy," said the crab, "Such a sumptuous meal. But it needs more flavor, a taste of terror..."

With that, the crab slowly headed through the water towards Pinkie, who was obvious to him. The crab's claw was opening wide and was getting ready to grab the pony when she suddenly stopped and looked at her knee. "Ooh...pinchy knee...that means something scary is going to happen," she said cheerfully, the crab pausing before vanishing back into the water.

'Hmm...this one has better sensors than I thought. Let's just see what she's capable of. It'll be more amusing,' thought the crab. He was about to try again when he saw two of the Mutants run into view. "Hmm...three is harder...I can wait for my moment," the crab muttered to himself, settling under the water.

"What were you thinking, protoform?" snapped Poison Bite as he scuttled over to Pinkie, "This isn't a place to be hopping around without care."

"Oh, silly. It's not even close to as bad as when Tirek blew up the library or Everfree Forest," said Pinkie cheerfully, Dinobite glad he was in raptor form so he could facepalm .

"It's still dangerous to wander off on your own," said Dinobite, "There are predators as well as Predacons out there."

"I don't see anything. I got a pinchy knee for a second but nothing happened," said Pinkie happily.

"So what?" snapped Poison Bite.

"If I get a pinchy knee, that means something scary's about to happen," said Pinkie sagely.

Dinobite and Poison Bite exchanged looks. "Admittedly, she'd not be the only Transformer with precognitive abilities," said Poison Bite.

"You seriously expect to believe that?" asked Dinobite.

"I'm gonna check the area to be sure," said Poison Bite before shifting into barracuda mode and jumping into the water. He swam around, his eyes peering through the gloom but not seeing anything. He finally snorted and surfaced, "There's nothing down there except weeds."

"See? I told you there was no-" said Dinobite before something grabbed Poison Bite from behind and dragged him under the surface.

He found himself struggling in a giant crab's claw and being dragged towards a nasty set of jaws. "Mmm...fresh fish," said the crab creepily. Poison Bite struggled as best he could, before transforming to scorpion mode and digging his stinger in.

The crab let out a cry of pain and let go of Poison Bite, giving the Mutant enough time to change into barracuda mode and make a shot for the surface. He jumped out of the water and yelled, "Get back!" The crab soon surfaced, roaring and snarling angrily. Pinkie yelped before looking at Dinobite and saying, "Never mock the sense."

The crab snapped its claws at Pinkie and Dinobite before they scrambled to get out of the way. The crab lumbered out of the water and said, "I would have been a good sport and given you a running start, but your scorpion fish has spoiled my mood. Rampage, terrorize!" The crab flipped upwards as it became a massive bipedal robot, his crustacean limbs going onto his shoulders and back.

Pinkie stared, her jaw falling open before she screamed and shot off, Dinobite and Poison Bite doing the same and following.

"You can hide, but you can't run!" taunted Rampage before charging after them.

"Who is that guy?" screamed Pinkie, somehow keeping ahead of the two Mutants.

"That's Rampage, the most monstrous and destructive psycho on Megatron's team," said Dinobite.

"Who's Megatron? Is he related to Tirek?" asked Pinkie.

"He's the leader of the Predacons, you fool!" snapped Poison Bite.

"But I don't know any Predacons except for that silly giant parasprite," Pinkie yelled.

"Doesn't matter, Rampage will tear you apart for fun," said Dinobite.

"Oh, that's not fun at all," yelped Pinkie Pie, before yelling "TWITCHY TAIL!" and hopping to the side as a rock Rampage had thrown landed where she had just been.

"How did-" started Poison Bite.

"I'll explain it later, as much as I can," said Pinkie, "But let's get away from Mr. Crabby first." Pinkie shuddered again before saying, "Turn left."

As she and the Mutants veered left, Rampage cackled, "You won't get away that-" before suddenly he stepped into the slippery mud and lost control of his momentum.

"Pinkie sense rules as Dashie would say," cheered Pinkie as Rampage continued on his way and into a tree.

"That won't stop him for long," said Dinobite, "We gotta run."

The trio legged it at that as Rampage pulled himself up, almost slipping back over as his feet failed to grip the mud. "Stupid planet," he complained. Switching back to crab mode, his foothold stabilized considerably. "So, they want to play hunter and prey? That's just one of my favorite games," said Rampage before scuttling into the underbrush.

* * *

Pinkie slid to a halt, gasping for breath before saying, "I miss the Corner," in a sad voice.

"Who cares about your corner?" grumbled Poison Bite, "We're all doomed now. Megatron's gonna hear about us and will have us all captured and dragged back to his lab for more experimenting. If Rampage leaves any of us online when he's done."

"He sounds worse than Gilda...big meanie pants," said Pinkie before a voice said "Big meany pants, that's a new name for me."

Pinkie jumped and tried to run when a giant claw grabbed her. "So, what kind of protoform are you?" said Rampage, holding Pinkie up to his face, "Such advanced sensors, but not a Transmetal or a Fuzor. What other secrets are you hiding?" His hold on Pinkie tightened greatly. He stopped as Pinkie's head and backend inflated with a squeaking noise. "And apparently not bound by reality either," said Rampage .

"Let go, you big crabby bully!" yelled Pinkie before Rampage squeezed her again. This time, he got a different reaction. Pinkie's limbs extended into robotic arms and legs while her tail clipped to her back and the front half of her head went to her chest. Pinkie looked at herself with her new robotic eyes and said, "Cool, I transformed."

"That's good. SHOOT HIM!" yelled Dinobite.

"Ok," said Pinkie before converting her right hand and shooting at Rampage.

The Transmetal crustacean just laughed and said, "That tickled. You call that a blaster?" His own weapon unfolded, "This is a blaster."

"We have no need of blasters here," said Poison Bite as his stinger started glowing blue. A similar blue glow came from the top of Dinobite's head and eyes. As the glow intensified, a faint blue glow appeared around Rampage's claw and slowly forced it open, allowing Pinkie to wriggle loose. Rampage snarled before swinging his other claw around, sending the Mutants flying.

Pinkie was about to get out of reach when Rampage grabbed her by the leg. "You're not going anywhere yet," said Rampage, "But I think we need a less crowded place to play." The giant crab scuttled off, his vicelike grip holding Pinkie tight.

* * *

Dinobite shook the static from his vision to see Rampage vanishing out of sight. "Dammit...Poison Bite...wake up," he said .

"Ow, my processor..." groaned Poison Bite as he struggled to get up.

"Easy...Rampage took the Maximal," said Dinobite carefully.

"Why should we care?" asked Poison Bite, "It's not like we're friends."

"Rampage took her. No creature deserves to be left to his mercies," said Dinobite .

"We're not exactly the heavy brigade," said Poison Bite.

"We're better than nothing," said Dinobite .

"We ought to at least get the others," said Poison Bite, "They had to have finished with that wasp by now."

On cue, Leatherhide and Icebird landed. "Poison Bite, Dinobite, where is the protoform?" asked Icebird.

"Rampage grabbed her," said Dinobite sourly.

"What?" snapped Icebird .

"The big crab snatched her," said Poison Bite, "We tried to save her, but that monster's unstoppable."

"No, we are going to go get her. Megatron will not be allowed to use her for his experimentation," snapped Icebird .

"If Rampage even brings her to Megatron, whatever's left of her," said Dinobite grimly.

"Then we find Rampage before he can take her to Megatron," said Icebird calmly.

"You do realize this is the immortal Protoform X we're talking about," said Poison Bite, "Even we know he was bad news back on Cybertron."

"All the more reason to try and rescue her," said Icebird .

"Even our combined telekinetic power probably won't be enough," said Poison Bite.

"Query, has the protoform accessed her robot mode and weapons?" asked Leatherhide.

"She did, but her weapons are clearly not fully charged. It had little effect," said Poison Bite .

"Armor thickness, considerable," said Leatherhide, "Protoform weaponry, inadequate."

"She will also be in danger of energon exposure if we don't find her soon," said Icebird .

"You better have a better plan than just going after them," said Poison Bite.

"We don't have a choice. The longer we stay here, the harder it will be to find her," said Icebird .

Poison Bite sighed before saying, "Then we better get moving."

* * *

Meanwhile, Rampage was learning the same hard lesson that Icebird had: that Pinkie was completely unscareable and WOULDN'T SHUT UP...not even in stasis mode.

While most Transformers would have found her chattering unbearable, Rampage was intrigued by this protoform's complete lack of fear. He'll be taking a long pleasurable time in teaching exactly how to feel terror.

"So...I've never seen a protoform like you. Especially not one that has clearly been exposed to lethal amounts of transwarp energy. It will be interesting to see what kind of circuitry was used in your creation," said Rampage smoothly, running a scanner over Pinkie and wincing as she went off into some strange story involving a creature called a hydra and one of her apparent friends before he tuned her out again.

Finally, Pinkie said, "But enough about me, how about you? Why is everyone so afraid of you?"

Rampage paused at that before turning to fix her with a half-amused look. "You want to know about me?" he said, smirking as he realized he had a good way to finally scare the little pink twerp servoless.

"Yeah, you can't really be as mean as everypony thinks you are," said Pinkie.

"I eat Cybertronian sparks, usually while their owners are still alive," said Rampage with an evil grin.

Pinkie paused and asked, "You eat what?"

"You don't know what a spark is?" said Rampage, sounding intrigued.

"Not really. I don't that much about Cybertronians," said Pinkie.

"Well...you say you were an organic species before this. Your spark, it's something organics call a 'soul'," said Rampage, pausing to let that sink in and enjoying as the protoform's smile slowly faded. "Of course I've never actually eaten a soul, though I have had several organics before," said Rampage, "Humans and Nebulons aren't too filling unless you eat a lot of them at once. And there was more than plenty of them at Colony Omicron."

Pinkie was staring at this point, her optics pinpricks before Rampage said quietly "Are you scared yet?"

"You're just pulling my leg, right?" asked Pinkie, "I bet you're a lot nicer than you say."

"Nice?" laughed Rampage, "Do you have any idea of what I am? The Maximals thought they could make an indestructible warrior from me. And they were right. My spark will never go out and nothing can keep my body down for long. Too bad they could never control me, eh?"

"A-and you gave them a thank you party for your super powers?" whimpered Pinkie as Rampage seemed to think about it before saying "If you count devouring their sparks as a 'party'." with every sign of glee at the memory.

"But why would you be so mean?" asked Pinkie, "You can't feel good for giving everypony misery and pain."

Rampage laughed loudly at that. "Life is misery and pain," laughed Rampage, "Anyone who says otherwise is selling something. I live with misery every waking nanoklik, especially when Megatron feels like squeezing the other half of my spark. And your beastly friends live with even greater misery, or didn't you notice?"

"I...I only just got here...my new friends are sad?" said Pinkie, in a glum voice.

Rampage said, "They couldn't be more miserable. Do you know why they haven't changed into robot forms like yours? It's because they don't have them anymore. They used to be Fuzors, with beast modes that were half one animal, half another. But then Megatron got to them before the Maximals and experimented with them. He infected them with a virus that was supposed to shut down their T-cogs and then the rest of them. But something went wrong and now they're trapped between two beast modes. I bet just having you around makes them bitter about not having robot modes anymore."

Pinkie whimpered at that, Rampage smirking before delivering the coup de'grace, "They probably left you behind on purpose." With a sound like a deflating balloon, Pinkie's mane and tail drooped flat.

Rampage paused at that, noting the pink also seemed darker. "Fascinating...a physical change bound to her mood," he muttered. He leaned in and said, "The only real way to alleviate misery is to spread it to others. Take it out on them and it makes the hurt go away for a while." A buzzing sound caught his attention and he looked up. "Ah, a perfect target," he said with glee.

* * *

Waspinator sighed to himself as he landed outside Rampage's lair. Megatron had somehow heard that Rampage had made a capture and had sent Waspinator to demand an update. "Why Waspinator have to go to Crab-Bot's lair?" he muttered, transforming to bot form to go inside, if only so he could have his blaster. He personally didn't trust Rampage one bit.

"Crab-Bot, you in here?" called Waspinator.

"Ah, the wasp, come in to my humble home," said Rampage's voice with enough charisma that Waspinator barely kept himself from running back outside.

"Crab-Bot needs to stop being creepy. Megatron wants to know if you are finished with Pony-Bot," said Waspinator.

"Oh, I think I'm getting close," said Rampage's voice, "In fact, you're just in time to help with her first lesson."

"Wazpinator not like sound of that," gulped Waspinator .

"It's rude to stand at the doorway," called Rampage, "Are you going to come inside or shall I have to bring you in?"

Waspinator gulped at that and slowly stepped into Rampage's cave, panning his blaster around in case anything jumped out. Maybe if he was fast, he could stun Rampage and fly away before his spark was eaten.

"Oh, don't be shy. I'm not nearly as bad as the spider," said Rampage's voice. Waspinator whimpered at that before heading further forward.

Suddenly, Waspinator was grabbed by the shoulder and lifted off his feet. Waspinator gave a scream and tried to fly away. "Oh, calm down," said Rampage, "I'm not going to hurt you."

"Crab-Bot promise?" asked Waspinator nervously.

"I won't touch an antenna on your head," said Rampage reassuringly. Waspinator gave a sigh of relief before Rampage said, "But I can't be certain about my new friend."

Waspinator whimpered as he was tossed forward into the back of the cave, Waspinator noticing to his personal full scale terror, a pair of open stasis cuffs. "Wazpinator hate hiz job," he said gloomily.

"He's all yours, little friend," called Rampage, "Let him feel your misery."

Waspinator yelped as the 'room' was sealed off with a boulder before Waspinator panned his blaster around, a crackle making him fire repeatedly with a rather girly shriek before his blaster was sent flying. "Hey...you wanna make some cupcakes?" said a voice behind him .

"Wazpinator not want cupcakes," Waspinator whimpered.

"Well, TOUGH!" screamed the protoform, in robot form and lunging at him, her optics red and a nasty-looking blade extending from her wrist.

* * *

Rampage chuckled at the sound of Waspinator's not uncommon screams. Oh sure, the bug gets taken apart all the time and put back together. But it was so refreshing to hear another bot do it for the sake of sheer pleasure.

The protoform's cheerful voice said, "All finished. I don't think he'll make a good cupcake." Rampage pulling the rock aside and jumping back as Waspinator's parts were thrown out.

"Why universe hate Wazpinator?" groaned the poor Predacon's head.

Rampage cackled with delight and said, "Very good, Sparkbreaker. So, has your misery been sated for the time being?"

The protoform frowned and said, "Not really. It kinda feels worse now."

Rampage patted her head and said, "Give it time. You'll adjust to it in no time."

* * *

The Mutants peered of hiding to see rampages cave, Leatherhide saying, "Offensive opportunities: poor. Recommend contacting Maximal forces for reinforcements."

"As if we could count on them," said Poison Bite, "We don't time for them anyways."

Icebird nodded. "Agreed, by the time they arrived, it will be too late," he said before the group peered down to see Rampage and Pinkie in robot form come out. The Mutants quickly moved out of sight, though Icebird seemed to fade away.

The group headed forward in time for Pinkie, back in pony form, but a darker shade to trot out, Rampage behind her. "Very good, Sparkbreaker. Megatron will be impressed," he was saying.

"Why should I go to Megatron?" grumbled Pinkie.

"Because Megatron will give you far more options to spread your brand of misery," said Rampage calmly .

"He sounds like a big jerk," said Pinkie dourly.

"He is our leader, young protoform. The rightful leader of all Cybertronians," said Rampage .

"Like you actually believe that," said Pinkie.

"True, but he does have the other half of my spark," said Rampage, "And that isn't a metaphor. He has my spark half stuck in a little energy cage and he can squeeze it any time he wants me to behave. Say...you can help me get it back."

"Do I get to stab things?" asked Pinkie/Sparkbreaker.

Rampage smirking evilly. "I think you've definitely got a better disposition," he said .

"Can I stab this Megatron chump?" asked Pinkie.

"Only a little," said Rampage, "I need him to put my spark core back in. And I'd rather have him mostly to myself. But after we're done with him, we can crush all the other Predacons, then the Maximals, then we'll go take care of those Mutants."

Pinkie smirked at that before frowning, her left optic and her ear twitching. "Someone's spying," she said darkly.

"How unfortunate for them," said Rampage before lifting his rear, revealing where his cannon was stored in beast mode. Two missiles shot out behind him.

The missiles shot back and hit Poison Bite and Leatherhide, sending them flying into some trees.

* * *

Icebird glared from his cover. The protoform had clearly been corrupted, even now there was the faint sign of a Predacon symbol on her hind quarters, over the weird balloon image that had occupied it . He was not about to stand by and let the protoform be twisted to Protoform X's twisted design. He sprang forward, shifting to bear mode as he did and landed on top of the giant crab.

Rampage roared in surprise as Icebird seemed to appear out of nowhere. Pinkie glared and took aim, only to be tackled by Dinobite in wolverine form. "Stop struggling or I'll remove something," he growled, trying to hold the struggling protoform down .

"Let me go, you mean, friend-abandoning jerk!" snapped Pinkie.

"Stop struggling, you fool. We're here to rescue you," snapped Dinobite, shifting to raptor form so he could hold her better with his forelimbs.

As they struggled, Leatherhide flew back and started screeching at Rampage, disorienting the monster with his powerful sonic frequency.

"Why would you rescue me? You abandoned me!" snapped Pinkie.

"No...he knocked us out and kidnapped you," snapped Dinobite, the two being pushed away from one another as Icebird knocked into them. Pinkie immediately jumped to her feet and began firing multicolored blasts at Dinobite .

In a flash of light, Poison Bite was suddenly on her back, struggling to get a hold of her. "Get off!" snapped Pinkie, switching back to pony mode and trying to buck him off. However, the scorpion was able to get a decent hold and Pinkie didn't nearly as much rodeo training as Applejack.

"You aren't doing anything till you come to your sens-urk," snapped Poison Bite, choking as Rampage clamped his claw around his neck and pulled him back

"I don't need to come to my senses. I already who my enemies- Ooh, baby alligators!" said Pinkie, not even Rampage's teaching could tame Pinkie's flighty attention span. She went to the little alligators that all hissed at her. "Aw...you remind me of Gummy, but with teeth," said Pinkie.

Pinkie, her old dizzy personality back at the sight of such a memory reminder, didn't notice the annoyed mother slowly peering out the water and her and headed for her like an angry and hungry submarine...with teeth. It opened its mouth and was about to lunge when Dinobite bashed Pinkie out the way, the alligator chomping on his tail instead and pulling him into the river.

"Dinobite!" yelled Pinkie before diving into the water after him.

Rampage paused in his choking of Icebird to see that. "Oh, what a shame. She had such promise. Maybe I'll be able to salvage her spark for a cheap meal?" he said conversationally to Icebird .

"You don't care if she perishes or not?" snapped Icebird, "Don't you have any remorse?"

"Oh, plenty, I just deal with it a different way. I locked her transwarp signature. If there are more clueless impressionable morons like her, I'll soon have someone competent enough to help me deal with Megatron and once they've helped, I get a celebratory meal of their sparks," sneered Rampage before a blast shot through his elbow join, the claw holding Icebird falling off.

Rampage turned to see Pinkie dragging Dinobite out of the water in her robot mode before shifting back to pony mode. "You big meanie!" she snapped, "I thought we actually friends and friends are irreplaceable! But all you care about is making everypony miserable!"

"Haven't you been paying attention?" said Rampage as he reattached his claw, "Life is misery. The only way to alleviate misery is to take it out on others."

"No, making others miserable is no way to deal with misery," said Pinkie, "You never get any better by making everypony sad. The best to make yourself feel better is to make others feel better. Making people happy is the best thing anypony can do. Life isn't misery, it's joy!" Just then, the cutie marks on her flanks blazed bright blue, dispelling all traces of the Predacon insignia. The light grew in intensity, making everyone cover their eyes.

Rampage covered his eyes before firing everything he had in the direction of the light. After a minute, he stopped firing as his vision rebooted from the brightness overload. "Stupid protoform," he muttered.

When the light faded, Pinkie had grown in size, to about the size of a normal horse. Her appearance hadn't completely changed, but now she had the lower jaw, lower front legs, belly, back, and tail of an alligator. Pinkie looked herself over and said, "Wow, I look neat."

"So you have an upgrade," said Rampage dismissively, "I still have more power." He rearranged his crab legs into a road wheel network as the upper half of his claws partially covered them, the lower halves forming into bumpers. His cannon flipped out to the front as rubber treads slid over his crab legs, effectively making him into a tank. With that, he fired his main cannon, snarling as Pinkie seemed to twitch before easily dodging. "Stay still!" he snapped, taking his eyes off the Mutants as he kept firing.

Pinkie kept dodging before coming to a stop and saying, "Pinkie Pie, maximize!" Her tail popped off as her lower back unfolded into a pair of legs, her pony legs repositioning onto her back. Her torso extended, revealing robotic paneling on her front. The alligator half of her front legs flipped up to clip to the back of the pony half, revealing robot arms underneath. Her mouth opened wide and her eyes shut as a robot face appeared in her mouth. She picked up her discarded tail at the tip which sprouted a handle as the other end extended a Gatling gun. Rampage roared angrily before Pinkie opened fire, the blasts peppering him and knocking chunks and dimples into his armor .

The other Mutants had managed to get back together and to a safer distance. "Now together," said Icebird as the fur behind his bear head glowed blue. A similar blue glow came from Dinobite's raptor crown, Poison Bite's scorpion tail, and Leatherhide's bat mouth. The glow intensified to more than twice what Dinobite and Poison Bite managed earlier before spreading over Rampage's form.

Rampage roared angrily as he was lifted off before Pinkie aimed. "It's not my party cannon, but it'll do," she said cheerfully, firing a blast that sent Rampage flying over the horizon . Rampage roared angrily before he disappeared from sight.

"That was fun," said Pinkie as she clipped her tail back in place before changing back to her beast mode. She looked at herself again and said, "So, this is what a Fuzor looks like."

The four Mutants looked at her before Icebird said, "Yes...it is," a hint of jealousy able to be spotted if you knew to listen for it.

"Oh, sorry, I didn't really pick this form," said Pinkie.

"It's fine. You did not choose to be a Fuzor out of malice," said Icebird sagely.

"Would it make you feel better if I didn't use my robot form too much?" asked Pinkie.

"No, it is your right," said Icebird, Poison Bite opening his mouth but closing it under Icebird's glare.

"So, what do we do now?" asked Pinkie.

"You can go on to the other Maximals," said Icebird, "We'll have to find a new place to hide from the Predacons."

Pinkie thought this over before saying, "You might if I stay with you? I kinda showed them where you were hiding so it's only fair I help you move. And you all can use some cheering up."

Icebird looked to the others. "Does anyone object?" he asked .

"Reinforcements, preferable," said Leatherhide.

"She might give away our positions again," said Poison Bite suspiciously.

"I think she's learned who she can and can't trust by now," said Dinobite.

Pinkie cheered at that, having somehow got a party hat out of nowhere that she put on Dinobite's head. "Oh, this is going to be so much fun. I can teach you all my favorite games and-" she began Dinobite muttering "Is it too late to change my mind?"

* * *

There's another chapter and one that really shows how widespread this story is gonna be across the Transformers universe. The Mutants weren't part of the Beast Wars show, but they were featured in some of the comics. I've taken a few liberties regarding them, particularly Dinobite and Leatherhide. Their original names were Razor Claw and Soundwave, but I've changed them to something that wouldn't invoke G1 Decepticons. Also, a slight coloration change so we wouldn't have a green wolverine. Rampage, Waspinator, and Megatron hardly need explanation considering their rather prominent role in Beast Wars. I did get to play up Rampage's Hannibal Lecter tendencies by making Pinkie Pie a Clarice counterpart. Incidentally, his little 'life is pain' quote was from 'The Princess Bride'. And of course, Pinkie's Fuzor design is based off of this.

Anyways, the next chapter should be up on Sunday and we'll be featuring even more Transformers references. Please comment.


	3. Twilight Sparkle vs Scorponok

**Maximares Rising**

 **Chapter 3: Twilight Sparkle vs. Scorponok**

 _Twilight wasn't certain why she had been summoned to Celestia's palace. She had been doing a good job with running her small kingdom, right?_

 _"Don't worry, Twilight. It's probably just to congratulate you," said Spike happily._

 _"Right, of course it is," said Twilight nervously._

 _The double doors to the throne room slowly opened as they approached, Princess Luna and Celestia at the far end, and they did not look very happy._

 _"Celestia, Luna, it's nice to see you again," said Twilight, trying to sound calm. When the stern look of the princesses didn't diminish, she quickly add, "Your highnesses."_

 _"Twilight Sparkle, We are most displeased," said Luna, in the royal Canterlot voice._

 _"Er, displeased with what?" asked Twilight._

 _"You have failed to govern the responsibilities we gave you," said Celestia sternly._

 _"But, you haven't given me any particular responsibilities yet," said Twilight, "I mean, I just got my castle and I'm still trying to learn what I can about it."_

 _"You should have learn faster," said Luna coldly._

 _"But I have barely gotten through my new library and I'm still trying to find what all was lost from Golden Oaks Library and..." Twilight paused when she noticed something clamped onto the bases of the princess' horns, "What is that on your heads?" she asked._

 _Upon closer inspection, it appeared that a pair of mechanical beetles of some kind were not just latched onto their horns, but partially embedded in their foreheads and giving off a faint purple glow. Twilight's eyes narrowed as she said, "Wait, those things are controlling you, aren't they?"_

 _"You are too clever for your own good, unicorn," said the princesses, "But we were prepared to harness you anyways." With that, a purple beam shot out of both of the princesses' horns. Twilight jumped out of the way and the beams ended up hitting Spike in the head._

 _Twilight yelped in horror as Spike staggered back. "NO!" she yelled, before pausing, seeing another of the beetles on Spike who had a blank look._

 _"Your power is to be ours. You will not stand in our way," said the princesses, Spike droning along with them._

 _Twilight stared before screaming as a blast filled her vision..._

* * *

...and she woke up in a pile of dirt.

Twilight coughed before looking around her, seeing dusty plains for miles. "Where in Equestria am I?" she asked.

She yelped as a line of text appeared in her vision, calmly saying 'location unknown' .

"What the? Where did that come from?" asked Twilight, "Maybe I ought to start flying to see where the nearest town is." She jumped in the air but landed straight back down. She glanced over her shoulder to see what was wrong with her wings, but they weren't there.

More text appeared, stating 'Main attributes disabled...protoform locks in effect' .

"Ok, don't panic, I'll just send a message spell to Celestia and ask for help," said Twilight. She concentrated, but didn't feel any magic building up. She felt the top of her head to see what was wrong with her horn but froze when she didn't feel her horn either.

The same reply of 'main attributes disabled' appeared before a smaller text, missed by her began flashing in the corner of her vision saying 'Distress call sent.'

She tried breathing in and out to calm herself but that didn't do anything to help. A part of her told her that she was due for a panic attack and the rest of her agreed. With that she settled for screaming and running in a random direction, in the hopes this was all a dream.

* * *

Somewhere deep in Nullspace

"Ok, let's make this perfectly clear: you got snatched from your homeworld and woke up as...this," said Dante in a tone that hinted he didn't believe a word of it.

"Well, not exactly like this," said Applejack, "Not sure how Ah upgraded durin' that fight with Soundwave, but Ah think it's an improvement from before."

"Well you won't be able to go home like that," said Matt via his mech's loudspeaker, his mech the only thing big enough to run the ships controls.

"Not goin' home with mah friends anyways," said Applejack, "And Ah sure would like to know who did this ta us."

"Gonna take a guess and say it was the captain of that lab-ship we raided," said Dante, taking a swig of ration water, "We have to call this in, Matt. Even if the pony thing gets taken by military intel. We're almost out of food and water."

"Funny, Ah haven't felt hungry in quite a while," said Applejack.

"I bet you haven't noticed that you don't need to breathe anymore," said Dante.

Applejack paused at that, realizing to her personal horror that the hairless ape had a serious point. "Hey, I bet we can pummel the guy responsible into a cure," said Matt cheerfully before a panel began to say something sternly.

"Uh, what's it saying?" asked Matt.

"Do I look like I speak beep?" asked Dante.

But for Applejack, the message was coming through clear. "Somepony's in trouble," she said sternly, transforming to robot form and taking a look.

"Hey, don't go pressing anything. It might be-" began Matt before Applejack pressed a button and the ship vanished from Nullspace.

* * *

"-booby trapped," gibbered Matt as the ship came to a stop.

Below them was a greenish planet with a noticeably large ring around it and a single moon. Despite the ring, the ship's computer confirmed it was a life-bearing world, specifically one called 'Nebulos'.

"Ok...well, we're not on the grid so calling for NSC backups now officially useless," said Matt, annoyed.

Dante climbed into his own mech and stomping forward, "Ok, we gotta presume possible trouble. We're in a warship in their local orbit. AJ, see if you can get coms working and broadcast that we're not here to cause trouble," he ordered.

"Uh, Ah did mention that Ah'm just a-"

"Yeah, sure, farm horse, but you're in an advanced robot body now. You ought to have some kind of instruction manual," said Dante rudely.

"Dante…" said Matt, looking out the viewport as the argument continued.

"Ah'm gettin' the feelin' that ya ain't likin' the fact that Ah'm a pony," said Applejack.

"I could care less, even if you were a thumbless beast, but putting a country bumpkin in a body like that is a real waste of resources," said Dante.

"Guyyys…" said Matt a little more urgently.

"Ya got some nerve thumbin' yer nose at me like that," snapped Applejack.

"Ooh, you're picking up finger idioms pretty quickly for a quadruped," said Dante mockingly.

"That's it! Come outta yer suit and face me, ya bald-faced monkey!" snapped Applejack.

Matt glared and slammed what he hoped was the loudspeaker. "Unidentified ship, your continued interest in our space has been noted and we hope you will enjoy the type 12 neutrino missiles we have sent to converge with your ship. Your deaths may be monitored for security training purposes. Have a nice day," said a calm voice, Dante and AJ turning slowly to see two dots on the end of vapor trails heading for them.

"You know, that joke starts getting old after the first few times," said Matt.

Dante pushed Matt aside, grabbing the manual controls and pulling hard on them, the ship pulling to the left and causing the missiles to overshoot, though they curved and began to give chase again.

"What the hay were those?" asked Applejack.

"Those are called missiles and if they hit us, they'll make a very big boom," said Dante condescendingly.

"Shut up and let me concentrate!" snapped Matt. The ship dived towards the planet's surface with the missiles following close behind it. "Ok...I can do this," Matt said, sounding calm though he was anything but as he put the ship in a steep dive.

"Can't we just blast those missiles or something?" asked Applejack.

"Not a chance. I don't trust the weapons on this thing," snapped Matt.

"Uh, Matt, don't ya think yer heading for the ground a little too quickly?" asked Applejack as the planet's terrain filled the window.

"Wait for it..." said Matt calmly, Dante saying urgently "Maaatt!" before Matt yelled "NOW!" pulling back on the controls, the ship pulling up and the missiles overshooting, the closeness of the ground rendering any hope to compensate pointless. The explosion shook the ship but that was it.

"Ha! There's a reason I was almost at the top of flight class. Scared the smeg out of the instructors when I-"

"LOOK OUT!" yelled Applejack before the ship whacked against the side of a tall building, losing a wing in the process, and started heading for the ground.

* * *

"That's the real reason he didn't make top of his class," said Dante, "He can take off and fly with the best, but the only way he can land is in a self-made trench."

"No comment," groaned Matt, his mech getting up, not helped that his mech's AI, Serina, was laughing her head off.

Applejack probably would have added her own snark, but one of her hind legs broke off in the landing and she wasn't completely convinced yet that it can be repaired.

Dante, however, was already looking around before a warning appeared "Erm...guys? The fuel's leaking," he said.

"Well, we can't let that happen," said Matt, "I'm not counting on the locals selling us a new ship and I do not want to be stuck here."

"Good, who here knows how to stop an energon cascade reaction? No? Good. RUN!" snapped Dante .

The trio quickly jumped out the hatch as quick as they could. They managed to dash a good distance away before the fuel went off. Though it took them a while to notice. When they looked back, they could barely see a smoke coming out. "The heck?" asked Matt before scanning the ship, "Huh, fuel tank was nearly empty. Those Decepticon shuttles are real guzzlers."

A second later, the entire ship went up like a fireball. Matt just stared before Serina said over the com, "Matt wants to say he forgot how unstable that stuff is but the explosion broke him."

"Well that's great, we're stranded on an alien planet with unfriendly locals and one of mah good legs is gone," said Applejack.

"You realize that you can just shift to robot mode and that missing leg will be just a missing arm, right?" pointed out Dante.

"That's hardly better," said Applejack in an annoyed tone, though she did that anyway.

"Well, that crash and burn's gonna be attracting attention pretty soon," said Dante, "Shall we wait around for them or strike out on our own?"

Karnak, Dante's mech AI, said, "The distress call is still strong. It's probably a good idea to meet up with it...weird...the signal is moving in a circle over and over."

"Well, at least we know it's not going anywhere, whatever it is," said Applejack.

"Ok, let's move," said Dante calmly, the trio heading out.

* * *

Meanwhile, the 'signal' had dug a knee high trench in the ground. Most ponies would have given out from hunger or exhaustion by then, but Twilight has felt neither of them for quite some time. Though her panic might be starting to wear itself out.

"Ok...let's make a list...the last thing I remember is Discord warning us about monsters, then a big bang..." she said to herself with a gibbering tone.

* * *

 _Twilight was heading for the window when the first strikes hit the ground. She was shaken off her feet before she got up and looked out the window. Three flying machines were zipping around the skies, blasting at anything that was moving on the ground. A few royal guards were sending spells at the machines, one turning to fire a pulse that caused the guards to judder before, with a crack, be reduced to bleached bones._

 _"Discord, can't you do anything with them?" asked Twilight._

 _On cue, a ship hovered in place, a mechanical...thing visible through a screen, before there was a flash of light and the screen was suddenly brown, the ship going out of control._

 _"What about them?" asked Twilight, indicating the bones._

 _"Hmm...trickier, but I think I might be able to do something since they're fresh," said Discord before zapping the bone piles. In a flash, the guards were back to living flesh. They were so delighted, they didn't particularly care that their heads were on backwards at the moment._

 _Twilight glared at Discord who was also smirking "Oh, it'll be fine in a few days," he said before a missile hit him and sent him flying through a wall._

 _Twilight glared up at the ship that fired and said, "This is my home and nobody is going to destroy it!" With that, she flew up through one of the holes in the roof and started firing at the ships. She may not be supercharged like with her fight with Tirek, but she was plenty mad._

 _The first drone lost a gun 'arm' and spiraled out of control, exploding on impact, another getting its cockpit pancaked by a TK blast. The last one however began to avoid various blasts, getting closer and closer and readying an underslung weapon of some kind._

 _Twilight projected a shield around herself to deflect the oncoming blast. The ship seemed to realize that, spinning so its gun arm smashed into her and while the shield was tough, it has to obey laws of physics...such as what happened when a floating ball was hit with a large object._

 _Twilight's shield did work in manner of speaking, though the bouncing was done from the wrong side. She was knocked down to the ground and made a considerable crater, though her shield took most of the damage. The ship hovered down before it started shifting form. The thruster detached before converting into legs before the underside and the nosecone became a pair of very ungainly arms, the nosecone arm splitting to form a huge pair of pincers. A head popped out from the robot's torso and said, "You've got firepower, but you don't got mass. Kinda important with big dogfights."_

 _A voice, apparently coming from the creature's ear said faintly, "Commander, we have secured two other settlements but the main capitol is too heavily defended. Losses are unsustainable."_

 _"The capitol's not important, the Enigma ain't there," said the robot before clicking on his ear and said, "Spy Streak to the big boss, I think I have one of those organics you were looking for."_

 _"Very good. Other teams report successful acquisition of the others. Fall back before the local class Z's close in," said a cultured voice._

 _"Will do," said Spy Streak before reaching for Twilight with his huge pincer arm._

 _Twilight yelped, screaming before everything went black._

* * *

"Ok, this...Spy Streak will know what happened," said Twilight in a slightly shaking voice before more text appeared. "Alert...class 2 combat mechs approaching."

"Where? Where?" yelped Twilight.

On cue, a familiar voice said "Twi? Twi, is that you?"

Twilight gave a sigh of relief before saying, "Applejack, I've been so glad to see..." She froze when she saw the one-armed robot who had a color scheme and hat very similar to Applejack's.

"Yeah, Ah do look funny now, but Ah think Ah can explain," said the robot with Applejack's voice.

Twilight stared for a minute before the trees parted to let two much larger mechs, one with four legs and a humanoid torso, come into view. "Another one?" said the two legged one. It was at this point that Twilight snapped.

Twilight screamed before dashing off at high speeds. "Wow, never saw Twilight run that fast before," said Applejack.

"After her!" snapped Dante, his mech loping after the fleeing protoform mare.

Applejack sighed and said, "He ain't never gonna catch her like that and without my runnin' legs, I won't either." He turned to Matt and asked, "Ya'll wouldn't happen to have some rope or somethin', would ya?"

Matt nodded, a gun folding out before firing a large steel bola at the fleeing mare . For once, Matt's aim was on target and the bola wrapped itself around Twilight's legs.

"Bingo," said Matt, the two walking forward. "Miss Twilight? I'm Sgt. Lynch of the NSC Ghost Corps," he called, Dante snapping "Shut up, Lynch, I'm the superior officer, I do the intro's."

"Get away from me!" snapped Twilight as she struggled to get free.

"Lady, we're not here to harm you," said Matt with a sigh.

"Twilight, these are good guys," said Applejack, "Well, Dante's a jerk most of the time, but he's on our side."

"I'm not a jerk!" snapped Dante as Matt said cheerfully "Two votes to one says you are. Miss Twilight, we're gonna get you out of here once we jack a ride off the gits who played missile command with our ship."

"What are you things?!" snapped Twilight.

Matt's mech knelt down before a side hatch opened and Matt climbed out, waving. "Ta daaaa," he said cheerfully.

Twilight just gave him a confused look. "Yeah, Ah know he looks funny, but he's harmless...most of the time," said Applejack.

"Oh grow up or I won't help you reattach your arm," called Matt before he climbed back in.

Twilight looked back at Applejack and asked, "Applejack?"

"Yeah, I'm all metal. Yer probably all metal too which is why ya don't have wings or a horn," said Applejack. Twilight's eyes rolled back before she passed out.

"Wow, brutally honest much?" asked Matt.

"Ah'm the Element of Honesty," said Applejack calmly, Dante and Matt pausing before both starting to laugh.

"What? It's the truth, just like Twilight here is the Element of Magic. Course some people have been sayin' she's also the Element of Friendship," said Applejack.

"Magic's...ok, magic's real, I'll give you that. I've encountered too much weird to say otherwise," said Matt, pausing and saying the rest gloomily.

"In case you haven't noticed, Lynch, this isn't fantasy country, it's sci-fi," said Dante, "So unless Ms. Sparkly here can abracadabra us home, she's not gonna be a lot of work."

"It's 'Ms. Sparkle' to you," snapped Applejack.

Matt glared at that, "Look, rule one in any survival film: we need to stop damn arguing."

"And we need ta figure out what we're gonna say to the local authorities," said Applejack.

"They tried to shoot us. We'll probably say 'don't shoot'," said Matt.

"Well, ya might want ta say that soon," said Applejack.

Matt rolled his eyes, before activating sensors and seeing a red dot closing, turning the mech to see what looked like a twin-barreled tank rolling towards them, several smaller single barreled ones beside it.

"Don't they have hovercars on this planet?" asked Matt.

"When you're dealing with possibly hostile alien invaders, would you send police cars? Lynch, I'm getting an energon reading from them. They're damn cybers!" snapped Dante, just as a laser shell shot past.

* * *

The rumbling of the ground eventually roused Twilight a bit, though she was still feeling rather faint.

She looked up weakly to see several tanks heading for the group, the two giant machines taking position. Her new vision seemed to insist the mechs were hostile, a second before the tanks began firing on them, the shots either missing or bouncing off.

"These drones will be a cinch to take care," said Dante's voice cockily.

"Wait, are you sure these guys are drones?" asked Matt's voice.

"Only mindless machines can aim that badly," said Dante's voice a missile was shot at the tanks.

The tank was flipped back by the hit, landing upside down, the hatch opening and several human-like aliens getting out and running for it.

"Yeah, definitely unpiloted," said Matt's voice sarcastically.

Dante however wasn't listening, a shoulder cannon folding into position and beginning to charge up, aiming at the lead tank, though its charge up giving time for the crew to jump out, before a green orb shot out, apparently engulfing the tank before floating back a few feet and vanishing, along with the tank.

"Dante, this is not a good way to make first contact!" snapped Matt.

"They shot thermonuclear missiles at us, I think they were the one who soured first contact," said Dante.

"Enough!" snapped Serina, overriding the weapons for a second and sending an EMP pulse out at the remaining tanks. "Bugger off, the lot of you!" she snapped through the speakers on the tank, the alien crews obliging.

"Great, so much for getting a new ship from those guys," said Matt as the tanks drove off.

"Dante has a point. They not only destroyed our ship, they sent an armed response to destroy any survivors. They are not friendly and will not be no matter the actions," said Karnak calmly.

"They probably didn't even know there were organics on that ship. They probably thought we were Decepticons," said Matt.

"Then they would have communicated with us. Our mechs are clearly not Cybertronian tech, even easier confirmed with these two," said Karnak, referring to the girls.

"It could simply be that any Cybertronian is unwanted on this planet," said Serena, "Unaffiliated or not, these people are not going to trade with us. We will have to find another means of leaving this planet. If they have contact with Cybertronians, then there might be one of those prongs from the...from the accident."

"We have not been within that particular universal stream for some time," said Karnak, "But I am picking faint readings of that particular sort of energy, very, very far from here."

"Great...anyone know how to turn one on without being turned inside out?" said Matt sarcastically before pausing. .

"What is it?" said Dante curiously as Matt steered his mech over before reaching down, picking up the wrecked tank and shaking it, a white camo uniformed figure falling out to the dust, where it was picked up by its collar by Matt's mech. The helmet was knocked off, revealing an attractive female face with long blonde hair, though her skin had a noticeable tinge of green to it.

Matt wasn't having any of it though, making the screen of his mech transparent. "Ok, lady. Let's talk minus the particle blasts, shall we?" he said.

"What's there to talk about? You have violated several treaties," said the woman.

"We just got here, answering a distress call then some joker decides to take pot shots at us with neutrino missiles. Aren't they illegal in 5 galaxies?" said Matt coldly.

"As EDC should know, entering Nebulon airspace without an announcement or permission, especially in a Decepticon ship, gives reason to shoot down any potential pirates," said the woman.

"Wrong universe," said Dante, his tone indicating that culture shock could go hang for all he cared.

"Wait, what?" asked the woman.

"Dante, shut up," said Matt smoothly before saying "Captain Lynch. EDC special operations. These ladies here are from a Cybertronian research ship that crashed. We've been tracing their escape pods all over the sector."

The woman glanced over at the ponies before saying, "We didn't pick up any Maximal energy signatures."

"Their coding was scrambled by the crash," said Matt before whispering, "They think they're actual ponies. It's very sad."

"I heard of it happening before...doesn't change the fact you're under arre-EEEEEEEEEEST!" the woman said before Matt and Serina made their point by playing catch with her for a few throws.

"Pardon?" said Matt smoothly.

"Put me down, you big brute!" snapped the woman.

"Are you going to play nice or do I use a mind wiper to make you think you're a toddler? I'm not in the mood for BS today," snapped Matt, Dante and Karnak impressed at Matt's apparent attitude.

"I could add 'assaulting an officer' to your-" started the woman before Matt tossed up real high. He waited a while before catching before she hit the ground. The woman looked greener than before and she said, "I'll let you off with a warning since this is your first offense."

"And they say that you don't know how to impress women," said Dante.

"You want the truth? We're from another dimension and so are the ladies. I also won the CPS award for most likely to accidentally blow a planet up. Take us to the space bridge before I LOSE MY TEMPER!" snapped Matt.

"Obviously transwarp space has addled your brains," said the woman, "There hasn't been a space bridge running on this planet for centuries."

"Then what about this energy signature I picked up?" asked Karnak, displaying a diagram of the planet with one spot marked.

The woman studied it and said, "That's in the Forbidden Zone. No one's been in that war-torn area for decades."

"Good, take us there or I practice my pitching throw," snapped Matt.

"Hey, stop it!" said Twilight, "Isn't there a better way for you humans to settle your differences without hurting each other?"

The woman gave Twilight a look and said, "I am not human."

"Told you, her datatrax are all scrambled up," said Matt.

Dante nodded. "Ten points if you can get her to hit the hill," he said.

Matt glared at the girl before seemingly calming down, "No...but we need a guide through xenophobia land."

"You wrecked my vehicle," said the woman.

"That's not a problem," said Matt, placing her on Serina's shoulder, drawing his blaster and aiming it at the hatch before he opened it. "Try anything and you'll have one second to regret it. Get in...and lose the sidearm in your boot," he said calmly.

The woman covered his nose and asked, "When was the last time you cleaned this thing out?"

"Bite me and get in. And again, lose your sidearms. I know you have one, no pilot has just one," snapped Matt, gesturing to a second seat.

The woman sighed before taking out her pistols and handing them to Matt. Matt waited. "And I'm not a moron. Toss them to me," he said calmly, Serina saying "That part's up for debate."

The woman rolled her eyes before tossing them to Matt. Matt nodded "Welcome aboard," he said cheerfully, not taking his blaster off her till she sat down before turning to the controls.

The woman glanced at Matt's neck, considering how easy it'd be to grab him and force out of his chair. A gun unfolded from the inside wall and pointed at her. "Don't try anything," said Serena's voice.

"You think of everything," said the woman coldly.

* * *

The Forbidden Zone was, as originally stated, the very image of a warzone, blackened craters and wrecked devices littering the place. "Nasty...signs of radiation. We'll be fine in the mechs. You idiots drop nukes around here?" said Dante scathingly.

"It wasn't us who did most of the fighting," said the woman bitterly, "The Decepticons had no care about what gets destroyed in the wake of their battles and the Autobots could barely contain it at the best of times."

"Picking up a city at edge of sensors...2 terran KM," said Dante at that, the woman looking confused.

"Impossible...your machine must be damaged. There is no city in this sector."

"Considering how long you guys have stayed out of this place, I wouldn't be surprised if things were forgotten," said Matt.

"Idiot. Of course we keep tabs on this area. Who knows what traps your friends left behind?" snapped the woman, Matt rolling his eyes "Paranoia now too? Look, what's your name, lady wacko?" he said.

"My name is Llyra, just like my great-great-great-grandmother, my job is to keep the peace on Nebulos," said the woman haughtily.

"Doing a bang-up job," said Matt sarcastically.

"We weren't expecting new weapons technology from Earth, whom we have a peace treaty with," said Llyra darkly.

"Wrong Earth," said Matt calmly.

* * *

Twilight, she and AJ riding on Dante's mech's shoulder were also talking, Twilight a bag of nerves. The humans she had met before never seemed to be this violent, even if they were under the sirens' spell.

"Twi...you ok?" asked Applejack, having finally reattached her arm after Dante had caved and lent her a tool.

"I have no idea," said Twilight, "We're on a completely different world, you're a robot, I might be one myself, and I don't have any magic."

"Twi, you're gonna be fine," said Applejack, checking her shoulder before shifting back to pony form, Twilight flinching at the sight. "It's not as uncomfortable as it looks, though not eatin' and breathin' is gettin' a while ta get used to," said Applejack.

"We...we can't go home like this. What about the others too?" panicked Twilight desperately.

"We'll find them, Ah found you, didn't Ah?" said Applejack.

"But...but...what about these human things? Can we even trust them? They didn't even try to talk to those people," said Twilight.

"Ah've met worse people," said Applejack, "There were a bunch of mean robots that tried to mess with my mind, but they helped me get outta there."

Twilight paused at that. "Ok...fine...but I don't like this...especially the way they acted earlier," she said.

"Matt at least is nice," said Applejack, "A bit nutty though."

"I hope he stays that way," said Twilight a little darkly before Dante said "Hey, you two, get ready for anything. That crazy lady doesn't seem the sort to freak out over nothing."

* * *

They soon came upon the city. Oddly, it seemed to be all made out of the same purple metal, with a few green and orange parts. "Something about this place gives me the creeps," said Matt.

"I don't know this city. Not only that but I see no damage," said Llyra coldly.

"Yeah, this place is in pretty good condition considering it's been abandoned for who knows how many years," said Dante.

Llyra finally said, "We need to leave. This place is far too wrong."

"Yeah, that space bridge isn't here anyways," said Matt.

"That is impossible. I know every section of this sector. The space bridge should be here," snapped Llyra before a device on her wrist beeped "This is control...captain, report. Are the intruders inactive?"

Serina aimed her inner gun at Llyra in warning. "This is Captain Llyra. All clear, everything's fine," Llyra said slowly.

"Very well, what are your coordinates?" asked the voice.

"Sector 16, following a lead, one of them got away from us," said Llyra pointedly .

"In the War-Torn Zone? That's not worth the chase," said the voice.

"Targets are worth the chase," said Llyra pointedly, Serina suddenly cutting the connection as she started to grin. "Sir...I think we're going to have company soon."

"Had some buddies following us?" asked Matt suspiciously.

"You really think we don't have protocol for this?" sneered Llyra, adding, "I'd give up. As advanced as this is, it cannot fight our entire planetary defense force."

"Would they be likely to give us a fair hearing?" asked Matt dryly.

"You're pirates and you broke a treaty. I doubt it," said Llyra calmly.

"We're not pirates, we just got lost," said Applejack.

"No, you're Cybertronians which is worse," said Llyra smugly.

"I thought you had a treaty with them," said Twilight.

"We have a treaty with the Maximals. You two are unaffiliated with them. You may not be Predacons, but we do not take chances of someone starting up another Great War. This planet has already suffered enough from one as you can see," said Llyra.

Matt glared. "True, but killing a timeline specific from another timestream won't get you a war with the Cybertronians, it'll get you a war with the NSC...which is far worse," he growled.

"What are you babbling about?" asked Llyra.

"You'll find out, call them..." began Matt before a missile shot down and knocked his mech off its feet.

Matt and Llyra tumbled around in the cockpit for a bit until the mech rolled to a stop with Matt on top of Llyra. "Get off!" snarled Llyra, pushing Matt off as several vehicles rolled into view.

"Hey, alien lady, these your pals?" snapped Dante .

"No, they would have told you to surrender first," snapped Llyra.

Dante nodded. "Ok, Karnak, let's show these tin cans how CPS roll," he said, a rocket pod opening and firing a hail of cluster rockets.

The rockets sent most of the vehicles flying, some in more than one piece. However, the instant the explosion stopped, the remaining vehicles all shifted into robot modes, some of the more intact vehicles that got hit by the explosion also transforming, though into less than complete robot modes.

"You gotta be kidding...zombie robots!" yelped Matt, firing some of Serina's weapons at the horde. Applejack and Twilight however felt what could only be described as fear. Something about the drones told their currently cybernetic brains it was something to fear.

Applejack quickly shifted into robot mode and started blasting at the things with her six-shooters.

Twilight backed up a bit at that. Yes, she'd seen Applejack change before but seeing her in combat now was bringing back the same worry. For Applejack though, it was...disturbing to see the mechs in battle.

It was clear their purpose was to destroy Cybertronians as efficiently as possible, weapons ranging from high velocity slugs to photon beams and even something her sensors identified as 'cosmic rust spores'.

"I'm thinkin' we oughta be movin' ta higher ground," said Applejack.

"What higher ground? These buildings aren't ghost mech size," snapped Matt, firing a plasma blast that reduced a drone to green goo.

"Then perhaps a strategic retreat?" suggested Llyra.

"Where to? You happen to know the location of a bunker in robot size?" snapped Matt.

Twilight had a thought just then. "If you can toss me up, I can see if there's a place we could retreat to," she said.

Matt yelled "Kinda busy..." using his mech to headbutt a drone that tried to grab him.

"Ya still trust me, Twilight?" asked Applejack.

"Always," said Twilight.

"Alrighty then," said Applejack before picking up her friend and flinging her up into the air.

Twilight yelped as she rocketed into the sky, the whole city visible below her, faint flashes of energy seen below from the battle and the hundreds of drones heading for them. She quickly looked around for any possible places to escape to before gravity caught up with her. Her vision seemed to zoom in on another set of drones, different colored, heading for them.

Just then, Twilight started his downward descent. She was hoping she'd soon be caught by Applejack, but she soon noticed she was falling at an angle instead of straight down. "Oh no...oh no, oh no, oh no!" she yelped as she fell faster and faster for the ground.

Just then, a huge white robotic hawk flew underneath of Twilight and caught her safely on its back. Twilight was speechless for a second. It was a bit of a surprise before her common sense tuned back in and she screamed "HEEELP!"

The robotic hawk swooped down and opened fire from gunports on its wings. But instead of hitting the mechs, it was shooting at the drones who were menacing them.

* * *

Matt jumped as several of the drones in front of him were torn apart by cannon fire. "Your buddies?" he asked Llyra.

"Not any I recognize," said Llyra.

"Ok..." said Matt with narrowed eyes, activating a AA cannon, a zoomed image appearing on the viewport, a targeting circle showing it attempting to lock on before it paused, zooming in on Twilight.

"Darn it, I can't shoot that bird down when it's got Twilight on its back," said Matt.

"Erm...it's altering course...and coming right at us," said Serina in a worried voice.

"That's not all that's coming at us," said Dante as he noticed more bogeys appearing on the radar. Indeed, several fliers were coming at them.

"Let me guess, more Cybertronians?" asked Matt.

"Most likely," said Dante.

Applejack however seemed pretty angry, aiming her 6 shooters and firing repeatedly at the incoming craft.

A few were clipped, but most of them transformed to start firing at the mechs with the oversized guns on the right arm. "Don't blast the protoforms," called the one in the lead, "The boss still needs them."

Dante glared as Karnak said calmly, "Voice match...known Decepticon war criminal...Spy Streak...bounty dead or alive. 2 million credits."

Dante grinned and said, "Lynch, let's smoke these jokes."

The jet bots appeared to have the same idea as they opened fire upon everyone in front of them. Spy Streak, identified by his yellow markings, shot at the hawk that was carrying Twilight. His shots shredded through the robotic bird's armor and soon started sending it down. He swooped in close and grabbed Twilight with his pincer hand before it hit the ground.

"Ok, that's one. Ok, let's smoke those mechs," he said, his boss's voice saying "No, you aren't equipped for-" before Spy Streak cut him off, "I can handle these guys."

Spy Streak swung around and attempted to auto-lock on the mechs. But their energy signatures didn't line up with his sensors right. "Come on, you stupid piece of junk," snapped Spy Streak, slapping his blaster arm. "Jamming detected..." the computer chimed before a missile shot up and blew one of his escorts apart.

"Will you guys grab that other protoform already?!" snapped Spy Streak before a missile nearly hit him. The only part of that being strange was that the missile came from the other direction. He turned to see a lot more drones heading up the streets and taking aim at him and his escorts. "Spark dammit..." he snapped before yelping as another shot hit his grabber arm, causing the protoform to fall.

This time, Applejack sprang up and caught Twilight, shooting Spy Streak in the afterburner for good measure as she did.

"We gotta go. Tell me she saw a way out," snapped Dante, firing the last of his missiles at a cluster of drones .

"Twilight, you alright?" asked Applejack.

"Uh...kinda...I think I saw a safehouse that way," she said, pointing in one direction.

"Ok, let's fall back. Matt, you still got missiles. Burn those tin cans," commanded Dante .

"Working on it," said Matt as he fired.

The group began to fall back, Applejack noting coldly that Dante wasn't firing much with any of his remaining weapons, preferring to let Matt do the brunt of the cover fire. She would have helped Matt with cover fire, but her guns was meant more for precision than doing wholescale damage.

The group finally came to a large building, a ramp leading down to a half-open heavy-looking door. "What do you know? The useless bot came through." said Dante scathingly

Applejack glared and said, "Make one more insult about Twilight and Ah'm gonna pound some manners into ya." She changed one fist into a pile driver to make her point.

"Shut up, get the door open!" snapped Matt, looking over at Llyra. "Get out of my mech. One of those guys was smart enough to avoid my missiles...and if I'm reading this right, he's coming here. Now go bother Dante. I'm not having both of us go up in smoke," he ordered, looking at the readout.

"You can't order me to-" started Llyra before the hatch opened up and Matt grabbed her and threw her outside.

Just then, a voice came over the comm, "Attention fleshling, hand over the protoforms and we'll call off the attack. I know you guys are only involved by mistake and we can let you out of this if you just cooperate with us."

"Serina...get a lock on that," muttered Matt, looking around. "Ok, which Cybertronian toaster am I addressing?" he said darkly, checking the ammo counters.

"This is Spy Streak, commander of the Pursuit Drones," said the voice, "You might know me for my awesome ability to chase down any fleeing target."

"Trace located...seeker missiles locked on," said Serina, Matt grinning. "You know...for someone with 'spy' as a first name, you're not very stealthy," he said, firing and sending several missiles out.

"Well, you simply haven't seen me put my stealth skills into action," said the voice calmly.

Matt watched in horror as bits of drone rained down. "Crap," he said, before a laser blast hit his mech in the chest.

"Heh, got him right in the-" said Spy Streak before the mech turned around with all of its weapons out. "Oh no," said Spy Streak before ducking. The mech let loose with every last bit of ammo it had, shredding through almost everything in front of it. Except, oddly enough, the small spot where Spy Streak was hiding. After the barrage stopped, he felt himself over and said, "I'm okay? I'm okay! Thank the Allspark I'm okay!"

"Shit..." snapped Matt, turning back to see the others struggling with the door. "Dante, get up here!" he snapped, hearing a smug reply of "I gotta guard these guys, hotshot." Matt just muttered a expletive and readied his mech's close combat weapon.

Spy Streak pointed both of his right arm's guns at Matt, "No ammo left? This will almost not be satisfying."

"Oh, yeah, real tough talk from the guy who's been hiding. How about you come and face me like a real Decepticon?" snapped Matt.

"Because I'm actually a Vehicon," said Spy Streak.

"I'll carve it on your junkpile," snapped Matt, sending his mech lumbering at Spy Streak.

Spy Streak jumped over him easily. "Gee, running straight at me, you think that would have worked with your ungainly chassis?" asked Spy Streak dryly.

"Me ungainly? At least I have normal arms. You barely have a functional hand," said Serina.

"Pardon?" snapped Spy Streak before the mech span and sliced off what was left of his left hand. "Ok, now you've actually gotten me mad," said Spy Streak before opening fire on the mech.

At that close a range, the mech's laser shielding was useless, tearing the chassis and exposing a glowing core. "Well, well, wonder how important is?" asked Spy Streak as he aimed at the core.

Matt yelped, pulling the eject switch and sending the mech's head flying back, just as Spy Streak fired, causing the mech to explode violently.

* * *

"Oh dear, look like Lynch's luck finally run out," said Dante, sounding a lot more cheery than remorseful.

"Seriously?! Ah thought you guys were pardners," snapped Applejack.

"I thought humans were more loyal to their own kind," said Llyra bitterly.

"You could have gone back and helped him!" snapped Twilight.

"I have my reasons. This is the closest I'll get to revenge. You should ask him how he met my older brother," said Dante darkly, the door finally opening and the group heading in, before Dante turned to see Matt running down the ramp. "Dammit...like a damn cockroach," he muttered, considering 'accidentally' shooting him till the others saw him.

"It won't be long until those drones find us. We need a way out of this city," said Llyra.

Matt finished running up at that. "Not...with that guy...outside. He's not a normal toaster," he said, panting, his wristcomp lighting up to say in Serina's voice "Indeed...these 'Vehicons' are not the regular Cybertronians we know."

"Well does this place have a sewer or something we can crawl into?" asked Dante.

"We should get inside first," snapped Llyra, walking into the bunker.

Spy Streak's voice was heard at the top of the ramp, "Come out, come out wherever you are."

"Uh, Twilight, you figured out how to transform yet?" asked Applejack.

"I can do that?" asked Twilight.

"Pretty sure, and maybe yer robot form might have some kinda weapon or somethin'," said Applejack.

"I don't know," admitted Twilight sadly.

Matt petted her on the back. "Hey, you'll get it. Let's get inside," he said, the group heading inside, Dante's mech stomping in over their heads, only for the hatch to slam shut behind them.

"Uh, this was a trap, wasn't it?" asked Applejack.

"Merely a way to get you out of the way," said a voice from nowhere.

Dante turned his mech to the voice. "Ok, come out very slowly or you go splat," he commanded.

"There is no need for hostilities. Your part of the battle is over. Allow me to do my part," said the voice.

"Then come on out," called Matt, wishing he had something other than a pulse laser pistol.

"In a few moments. Until then, watch the show," said the voice before several monitors lit up.

* * *

Spy Streak glared at the sealed door as his team landed. "You two, open that slagging hatch," he commanded, the two drones parching forward, only for two cannons to fold out and vaporize them.

"This is private property, Cybertronian. Go away," a voice said calmly.

"Who's gonna make us?" snapped Spy Streak.

"Well, my hungry little friends might. Snapper, could you and your friends kindly eat these little pains?" said the voice, several hatches in the walls and floor opening to let out dozens of small shark-like robots swarmed out, lunging at the drones and Spy Streak even as he fired at them.

Spy Streak quickly took to the air before the shark bots could reach him, which was fortunate for him as the drones were getting chewed down to the endoskeleton. "Hmm...I guess I try again later," he muttered, changing back to his aircraft mode and flying off.

* * *

The group watched in mixed fascination and horror as the piranha-like bots chowed down on the drones. "Impressive, aren't they? Perfect for dealing with unwanted Cybertronians. You're lucky I hacked your communications and ascertained your loyalties first," said the voice calmly.

"Who are you then?" demanded Llyra, "I don't recall any city being placed in this area."

"City? Oh, I only found this place. Made a deal with its...owner. I assure you, you're safe. I'm sure they are very sorry that their defense drones mistook you for hostiles," said the voice, a shape seen floating forward in the dark.

"You still haven't answered my question," said Llyra.

"Names are a necessary secret in my trade," said the figure as he floated into the light, revealing itself to be a humanoid dressed in red robes that concealed all but his eyes, "You may refer to me as the Red Wizard."

"Do we need to follow a yellow brick road? Dante's in need of a heart," said Matt childishly.

"And you're in desperate need of some brains," retorted Dante.

"Please, please, humans…I assume you are humans," said the wizard calmly.

"They are humans," said Llyra dismissively, "I'm not quite certain what their friends are."

"Cybertronians, unknown configuration, the purple one is still in the protoform stage," said the Red Wizard calmly.

"I know that, I just don't know which faction they're from," said Llyra.

"They're not from any faction, you fool. No insignia," said the thing darkly before his happy tone returned.

"And what's a 'wizard' doing on a sci-fi world like this?" asked Dante suspiciously.

"My technology would look like magic to you," said the wizard loftily.

"Not that we've seen any technology that could be mistaken for magic," said Matt.

"Oh...you have no idea, human," said the wizard before Twilight came up.

"It's a pleasure to meet a fellow magic user," she said.

"It is indeed," said the wizard, "Though it seems you have trouble accessing your magic at the moment."

"Yes...my horn and wings are missing," said Twilight sadly.

"I wouldn't say 'missing' so much as 'hidden'," said the wizard, "Perhaps I can help you with finding them."

"You can? You know what happened to us?" said Twilight.

"I have a theory regarding what has caused you to be transferred into these robotic bodies, assuming your brains were not transferred," said the Red Wizard.

"Not an organic component in them," said Karnak .

The ponies looked discomforted by that remark, but the Red Wizard paid them no mind. "I thought not, but I do detect that they both have magic in them, I'm assume the two of you were magicians beforehand," he said.

"Twi was," said Applejack before Twilight nodded and said "I was an alicorn. Applejack's an earth pony. Their magic comes from the earth."

"Ah, magical creatures, that would certainly explain it," said the Red Wizard before turning to Twilight, "You have read how magical creatures may be confined within crystals, correct?"

Matt made a coughing noise at that. "That's classified," he snapped.

"It's advanced magic, something I would expect a mundane such as yourself to know about," said the Red Wizard dismissively.

Matt sighed "Crystals can be used in all kinds of magical systems, from medipacks, mana batteries, lights and even crude stasis..." he said before seeing everyone's expressions. "What?" he said accusingly.

The Red Wizard raised an eyebrow before saying, "My theory is that Twilight and her friend have been trapped within crystals which are being used to power these protoforms."

"Any ideas where they are?" said Dante .

"I would expect it to be in the spark chamber, which is typically in the robot mode's chest," said the Red Wizard.

"Kinda small for that," said Matt.

Serina agreed with, "He's right. Could it be done remotely? The person we think is responsible is a Cybertronian. That means little to no magic."

"Perhaps, it may take some time to verify," said the Red Wizard, "But you are all weary from your long journey. Allow me to offer you sanctuary for the night."

"As long as there's alcohol. I'm sick of ration water," said Dante sourly.

"I'm certain my magic can provide," said the Red Wizard.

* * *

And provide he apparently did, the food and drink provided looking like it had come fresh from earth, the girls getting a glowing blue fluid.

"Is this energon?" asked Applejack, "I thought it was pink."

"There are several ways of preparing it as well as several varieties," said the Red Wizard, "By Cybertronian tastes, these will be quite satisfying."

Twilight and Applejack looked at it, looking skeptical before Twilight took the first sip...and began to twitch. "Oh, right, Ah gotta mighty wound up the first time Ah tasted energon," said Applejack, "Ya'll might wanna stand back."

The wizard looked confused before being sent spinning like a top as Twilight shot off, screaming something incoherent about books. "You owe me a credit, Dante," said Matt cheerfully.

"Wonder how long it'll take her to go through the library?" wondered Applejack.

"With a machine's speed reading...10 minutes, tops." said Matt, not looking up from his breakfast, slamming his knife into the table when Dante tried to nick some bacon, landing it between Dante's fingers before he gave Dante a cold look. "Mine!" he snapped causing Dante to jump back.

A few seconds later, there was a scream of frustration. "Oh, right, she doesn't have a horn right now so she can't use her telekinesis," said Applejack as she stood up and started off in the direction of that scream.

* * *

After Twilight had come off her energon buzz, the duo had decided to explore some of the wizard's facility. More of the shark bots could be seen waddling around, a few giving them hungry looks, though apparently they were under orders to leave the group alone as they restrained themselves.

"I just wish I can figure out how to transform," said Twilight, "I just feel so useless with a horn or wings. Uh, no offense, Applejack."

"None taken," said Applejack, looking around before saying, "Does something...seem off about that wizard fella?"

"Well, kinda, but Nebulon wizards probably act a lot different from unicorn wizards," said Twilight.

"Ah'm not so sure he's a Nebulon," said Applejack, "He seems ta cover himself up a bit too much. Something about this don't feel right. He reminded me too much of that Soundwave guy or the Flim Flam brothers."

"What would he have to gain from tricking us?" asked Twilight.

"Ah don't know. That there's worryin' enough," said Applejack thoughtfully before the two turned to see a heavy-looking blast door with the most guards so far. "Lot of guards for somebody who lives alone," said Applejack.

One of the guard shark bots immediately turned into a humanoid bot, glaring. "You...little pony bots...get lost. This...off limits," it snarled.

"Why's that?" asked Applejack.

"Not pony bots' business. Master...he say nobot but him allowed...and to eat anybot else who try to get in," snarled the shark bot .

"Uh, ok then," said Twilight, backing up.

The bot growled until it was out of the girls' sight. "Ok...now there is definitely something up," said Applejack darkly.

"Yeah, I think so, but how are we supposed to get pass them? Those bots look too tough for you to take," said Twilight.

"Too tough for me ta take by myself, maybe," said Applejack, "But Ah bet that yer robot mode can even the odds."

"But I don't have one yet," said Twilight, sadly.

"Course ya do, Ah had one before my upgrade whatever it was," said Applejack, "Course, Soundwave activated it for me, maybe the Red Wizard can activate yours."

"I did find one thing in the library," said Twilight, saying, "It spoke about something called the Quintessons."

"What's that?" asked Applejack.

"Some type of robotic aliens that have a really bad reputation for lying, tricking, and selling out other races," said Twilight.

"Ok, but what does that hafta do with this?" asked Applejack. "It mentioned that the Quintessons used Sharkticons to do most of their dirty work," said Twilight.

The two paused as the universe poked them. "You mean...like them there shark bots?" said Applejack faintly.

"Yeah...like us," said a growly voice from the doorway. The ponies leaped backwards with a yelp.

"Master say you not allowed to know who he is...master say to eat anyone who know...Snapper happy you know...because Snapper is HUNGRY!" snapped the bot, turning into his Sharkticon form and lunging at them.

The girls screamed before Applejack spun around and kicked the Sharkticon in its teeth. Snapper yelped at that, falling back before roaring angrily, several smaller Sharkticons running into view, gnashing their teeth.

"Twilight, get on mah back," said Applejack. Twilight did so without a second thought. Applejack quickly started running away from the Sharkticons, her increased size making her faster and easier for her to carry Twilight and her robotic nature made it harder for her to tire.

* * *

Meanwhile, Matt and Dante had their own trust issues. "You get the feeling that this is like the gingerbread house in Hansel and Gretel...too good to be true?" Matt muttered.

"Well, I don't think we're being fattened up to be eaten," said Dante.

"The way you're shoveling it down, it might be possible," said Llyra dryly.

"Seriously, he claimed to be a Nebulon. How many people do you know refer to their fellow race by their species?" said Matt.

"And he still hasn't answered where this city came from," said Llyra, "You can't build a city without somebody noticing."

"Yeah, I was gonna bring that up next. Serina says there's no join for the buildings. They're part of the road and floor. It's all one object," said Matt.

"Then maybe this place is actually one big spaceship," said Llyra.

"Bit of an odd shape for a spaceship," said Dante.

Karnak spoke up at that. "What about the Corinth V massacre? The forces there spoke about a giant Cybertronian before they went off the air," he said.

"This isn't the same universe as that," pointed out Serina, "Besides, 'giant' is rather relative when it comes to Cybertronians."

"So what's to say there's an upper limit?" said Matt darkly, the three looking around nervously.

"You know, I think I'd like to get some fresh air," said Dante.

"Sure...where that toaster is who wasted my mech? We could be Cybertron toe jam together," said Matt sarcastically.

"This place sure has some drones we could 'borrow'," said Llyra.

"Crazy Nebulon lady has a point. You'd probably get a medal for bringing back a new type of mech," said Dante cheerfully.

"Those things do have cockpits, right?" asked Matt.

"Huh...our Headmaster units are far superior," muttered Llyra before yelping as both Dante and Matt pinned her to the wall.

"Now look here, lady. Me and Dante don't get on...and it's only cause you can't shoot fellow troopers during war that we're not trying to kill each other. So imagine how much of a bitch you need to be to make us agree we need to shoot you," snarled Matt, his eyes glowing faintly.

"Besides, think of it: there's two men to just one woman. The odds are terribly against you," said Dante with a smirk before Matt elbowed him.

"Hey, we are not getting involved in that kind of misconduct," snapped Matt, "Threaten to shoot her, fine, but we're keeping it clean."

Llyra glared before Matt continued, "If we had wanted to invade or anything, we'd have come with a full fleet and bombed you into submission from orbit with railguns. We wouldn't have used disabling ammo instead of lethal."

"And while the local Earth is willing to play nice, we aren't from that Earth," said Dante.

"We don't even work in this universe. We work between them," said Matt evilly.

"So I wouldn't push our tolerance if I were you, Llyra," said Dante.

Suddenly the room started shaking, knocking everyone over at that. Several speakers in several rooms cried, "Llyra?"

"Ma'am...have you met this room before?" said Matt shakily.

"No and I don't think I want to get too familiar," said Llyra as she noticed the walls were starting to close in.

"Erm...run," said Matt, grabbing Llyra's shoulder and pushing her along.

The trio dashed through the hallways as they started to shift around them. They were so intent on getting out that they nearly ended up being ran over by Applejack.

"The walls are alive!" gibbered Matt, running past Applejack .

"The walls?" asked Applejack before glancing around, "Oh, yeah, Ah guess they are. Ah thought you were runnin' from the Sharkticons like us."

"The shark things want us dead too?" screamed Matt.

"Well, they ain't askin' for a cup of sugar," said Applejack, nodding her head back to the horde of Sharkticons that was chasing after her.

Matt and Dante just stared before Dante snapped "What did you do?" before Applejack grabbed them both and they ran for it.

"All I did was look up the Quintessons and noticed that they had Sharkticons working for them," said Twilight.

"Who the hell are Quintessons?" snapped Matt, firing his blaster at the chasing horde to little effect.

"The five-faced double-dealing scum of the universe," said Llyra.

"That's nice...and we're in his house...wait...Dante, why not use your mech and stomp on him?" Matt suggested.

"That's a good idea," said Dante before they turned a corner and paused, "Was a good idea." Dante's mech was currently being devoured by several Sharkticons, which had already ripped through all of the limbs and a good chuck of the torso.

Dante's wristcomp lit up as Karnak downloaded. "You think you got it bad? I was the one who got ate," he snapped.

"We're all gonna be eaten and/or crushed if we don't get out of here," snapped Llyra.

Matt looked around before Serina said, "Karnak, as much as this nauseates my routines, you probably had to use the systems here to download. You didn't happen to look at blueprints...like hangers or anything?" she said.

"I did get a few glimpses," said Karnak, "Enough to know which way to go out without getting squished."

"Good, lead the way," said Dante, before yelping as the Sharkticons noticed them, one opening its mouth in a snarl to let a chunk of supposedly indestructible armor fall out of it .

"Those things only eat metal, right?" asked Matt.

"I'm not willing to see if they want to expand their diet," said Dante. The Sharkticons immediately ran after them.

* * *

"The containers you fashioned for those beasts were not that well-designed," said the Red Wizard calmly as he watched the footage, "Well, useful as foot soldiers, but they allow too much freedom for something you don't want wandering off."

"I need not explain my methods to you, Quintesson," snapped a voice from the subspace communicator, "But I need those ponies back."

"Well, that all depends how much energon you can provide for me," said the Red Wizard smugly.

"What could a squid like you need with so much energon? I thought you Quintessons could mass-produce it easily," said the voice.

"Not since we lost the homeworld." said the Red Wizard angrily, before catching his temper. "Of course you knew that, machine. 100 thousand storage cubes of energon...per protoform," he said icily.

"Even by your warmongering standards, that's highway robbery!" snapped the voice.

"Oh, we're the warmongers now?" said the Red Wizard, "As I recall, you're the one who's actually attempting to start a war."

"Not even close, twiddle-tentacles. My plans extended far outside of that narrow box you call a mind," said the voice.

"Insults aren't going to lower the price," said the Red Wizard. After a second, he added in an amused tone, "In fact, it's makes it higher. 150 thousand cubes now...ah, ah, ah...careful with your words or it'll be 200 thousand."

Just then, the room lurched, nearly tossing the wizard out of his seat. "Excuse me a moment," he said before turning towards the other occupant in the room, "Would you please decrease your mass rearrangement? I am trying to have a conversation."

"Llyra is there! Llyra is there!" shouted a robotic voice before the wizard felt the room starting to rise.

"Oh dear," said the wizard in a small voice before turning back to his 'customer'. "I'll call you back," he said before hitting the wall, "Don't you dare do a full transition, you robotic moron..."

Immediately, a clamp extended out of the wall and seized the wizard in a vicelike grip. "If that's ok with you," rasped the wizard, making a squeaky noise as the claw squeezed him.

* * *

The group soon found themselves running up an increasing incline as the hallway seemed to lift itself up.

"We're inside one! The damn city's a bloody toaster!" yelled Dante as they continued to run.

"And I think I know which one," said Llyra grimly.

"Tell us when we're not about to be squeezed between its joints," said Matt.

"Turn left," said Karnak, the group turning to find themselves back in the entryway.

"Are you kidding me? You lead us in a big circle?!" snapped Matt.

"The armory's on the other side of this complex. At the rate of change, we'd be dead half way back..." snapped Karnak before Applejack snapped "Let's just get our tails outta here."

The group hurried for the door which was just starting to shut. The group ran out of the hole, Applejack the last out just in time. "Now where?" snapped Matt.

"There!" shouted Llyra, pointed at a tank drone that had apparently fallen off of the shifting city and landed on its back.

"You mean, at the drone that'd gonna shoot at us?" snapped Dante as they ran over to it.

"Allow me a moment to take control," said Serina.

"Why should you get to drive the tank? I should get the tank!" snapped Karnak.

"Shut up and let the lady drive it!" snapped Matt, the ground outside also moving. Applejack placed her rear legs against the tank and pushed hard until it flipped onto its right side.

"Erm...sharks...SHARKS!" snapped Matt, pointing at the swarm of Sharkticons coming out before he jumped, partially not on purpose as one of the 'buildings' extended claws and slammed down on them.

"Get over here!" snapped Llyra as the tank drone started up.

Matt wasted no time jumping in at the drone began to roll away. Matt looked back to see the city pushing itself up, its buildings having formed into legs and arms ending in giant pincers forming out of its underside. "Bug...big robot bug!" he yelped.

Matt was proven half-right when the city stood up as a humanoid robot, though its claws were still unchanged and an insectoid helmet could be seen on top. Then a humanoid face pushed up into the helmet and it bellowed, "LLYRA!"

Llyra paled and said, "It can't be. It's Scorponok, the Decepticon leader of the Headmasters, but I thought he died centuries ago."

"Great, step on the gas. I don't want to meet him," snapped Dante.

"LLYRA!" bellowed Scorponok as it started tearing up the rocks around him, apparently looking for them.

Matt earn an award in Dante's eyes by that by stamping on Llyra's foot over what turned out to be the accelerator sensor. "Where is that space bridge? I'd really like to get off this planet now!" yelped Matt.

"The space bridge is close to our capital, which you would know if you knew anything," snapped Llyra as they drove along.

"THEN WHY DID YOU LET US DRIVE OUT HERE IN THE MIDDLE OF NO MAN'S LAND?!" snapped Matt.

"You never asked." said Llyra smugly

Matt's eye twitched madly as he said in a strained voice, "I try...very hard...to not hit a girl...even when she deserves it...BUT STRANGLING DOESN'T COUNT AS HITTING!" With that, he lunged as Llyra to try and wrap his fingers around his neck and it took considerable effort from the others to keep him from succeeding.

Line break

After about half an hour of driving, most of that spent with Matt tied up in the back, things started to become tense. "Ok, which way's your damn city or nearest base? I'll take a few hours in lockup over a giant robo insect," snapped Dante.

"A few hours? With the charges against you, you'll be looking at a life sentence," said Llyra.

"Us? Nah. We'll bust out once we've gotten our strength back and figured the best way off this tourist deathtrap. Naturally, I'd be the first one out." There was angered muffled protesting from the back.

"Matt says he'd break out first," said Serina's voice before the drone beeped, the drone detecting something.

"Oh look, we've got a pit stop coming up," said Dante.

"But we're still in the Forbidden Zone. There should be anything else out here," said Llyra.

"Well, Bug City wasn't supposed to be where it was. Obviously your maps are really outdated," said Dante.

"Urgh...it's better than nothing," sighed Matt, from where he was tied up, Llyra nodding "Your crazy friend is right."

A little further along, they came upon the place, which looked like an advanced military base that looked like it had fallen into some disrepair.

"If this is another damn giant toaster..." muttered Dante.

"Then I suggest we keep very quiet so we don't wake it up," said Twilight.

"We should be careful. If he is still here, his allies may be too," said Llyra, before Dante snapped "Ok, enough cloaks and daggers, how do you know the giant robot of death?"

"Like I said, Scorponok was the leader of the Decepticon Headmasters. I assume you have no idea what a Headmaster is," said Llyra.

"Leads a school?" tried Matt.

Llyra rolled her eyes and said, "Binary bonding was invented here, which allows a Transformer to be bonded to a smaller being, typically a surgically-enhanced Nebulon, to increase its power. In the case of Headmasters, the Nebulons who they bonded with transformed into their heads, which increased the computing capabilities of the Transformer."

"That's...really, _really_ creepy," said Matt after a minute, the others nodding.

"Fortunately, the practice has stopped since then," said Llyra, "But of more relevance is that Scorponok is also a Headmaster and the Nebulon he bonded with was the warlord Zarak, who happened to be the father of the ancestor I'm named after."

"So your father was a-" began Matt before Dante crushed his mouth shut.

"Matt, shut it," he said.

"My great-great-great-great-grandfather, thank you very much," snapped Llyra, "My ancestor Llyra helped rebuild Nebulon enough for her to clear the family name centuries ago."

"I bet she wasn't xenophobic," muttered Matt as the base came into view.

"Matt, you're just diggin' yourself in deeper," said Applejack bluntly.

"I don't care. She blew up my ship and my mech got blown up," said Matt sourly.

"He's not going to give up his grudge so easily," said Serina, "The last person who scratched his actual ship's paintwork got twisted into a literal pretzel."

The ponies gave Matt a horrified look. "It was a particularly cheap and rundown repair droid," snapped Matt, "That thing was more useful for spare parts than fixing ships anyways."

"Which you then fed to the person responsible bit by bit. He was lucky he was a cyborg," snapped Serina.

"Oh please, it was ages ago," said Matt, only for Serina to snap "It was Monday."

Unsurprisingly, all the girls edged away from Matt at that. "You're quite a lady-killer, Lynch," said Dante teasingly, which just made the girls edge away more.

"He's joking. My partner's insane, not sadistic," said Serina calmly.

"Of course I was joking," said Dante, "He's terrible with women."

"Dante, you make one more crack about that and I'm going to lower myself to your level and start insulting your prowess," snapped Matt.

"Anyone else rather walk the rest of the way than listen to these two?" asked Llyra dryly. The girls each raised a hoof as they entered the base. The inside of the base was full of deactivated mechs, some of them marked with Nebulon defense force markings.

"Wonder if any of the weapons are working?" asked Matt aloud.

"Nebulon technology, far superior to your mech," said Llyra loftily.

"You know, the big scary robot is only after you. We could just leave you outside," said Matt meaningfully.

"Urgh...it's not like you could drive it anyway," snapped Llyra .

"Let's go find some energon or something," said Applejack to Twilight.

"No, no energon junkies in this team," snapped Matt.

"Hey, we need to refuel too," said Twilight.

"You had a refuel about an hour ago. Don't tell me you protoforms can't hold a charge," said Matt. Twilight glared at that, Matt rolling his eyes before looking at Llyra, "Pull over, we need a quick drive-thru."

* * *

The base was dustier than Matt would have expected. "It's almost as if this place had been buried for centuries or something," said Matt.

"There's at least some energon in here," said Llyra, "The radiation I'm picking up is too strong to just be residual."

"Great...and me without some rad pills," muttered Matt, scanning with Serina's sensors.

"She's right. There is alot of energon, too much for even a power plant. I do not like this one bit," she said .

"You do know that Energon is harmless to organics, right?" pointed out Llyra, "At least just by itself, being blasted with it is just as dangerous as any other weapon."

"Yeah, except we got nanites in our blood," snapped Matt.

"So? You think you'll overcharge that easily? This isn't raw energon, it's been refined," said Llyra.

"Not taking chances," said Dante simply, checking his own scanner, "You, angry alien lady, where's the control center for this place? Sooner perimeter guns are online, the sooner we can drop our guard a tad."

"It ought to be that way," said Llyra, pointing.

"Good, ladies first," said Dante coldly, pointing in that direction.

"How gentlecolt like," said Applejack sarcastically as she and Twilight moved forward. Llyra glared as she moved along too.

"Dante, stop antagonizing them," snapped Matt.

"If we never got involved with those horse-bots, we wouldn't be in this mess," snapped Dante, "And the local authority is hardly the welcome I would have wanted from a green-skinned space babe."

"Space babe?" snapped Llyra as Matt yelled back "Oh, you'd have left them to that psychopathic robot and his science project?"

"Considering their dead weight is going to get us killed, yes," snapped Dante.

"They got us here and I don't know how but they're going to get us back where we came from! So you better watch your tone or I'll-" snapped Matt when suddenly a bunch of sparks leaped from his hand. Matt yelped and patted his hand down as if it'd catch on fire any moment.

"The hell was that?" snapped Dante before pointing at Llyra, "See? Nanites plus energon is bad."

"I'd put the blame on your bad tempers," said Llyra, "Now let's get those defenses up before Scorponok finds this place."

"Like I said, you lot first," snapped Dante .

* * *

The group proceeded down to where the control center ought to be. As they progressed, Twilight felt a stronger buzz on the spot on her forehead where her horn ought to be.

"So...your name's Twilight? Weird name," said Matt, shining a light down a side tunnel.

"It's not that odd a name back in Equestria, there are a lot of other names there that probably sound stranger to you," said Twilight.

"Your names sound pretty flat compared to them," commented Applejack.

"Less talking, more walking," snapped Dante.

"Dante means asshole," said Matt childishly.

"Lynch means 'executed without trial'," retorted Dante.

Matt glared and said, "Your brother tried that too...didn't end so well." before regretting it instantly.

"Alright, that does it!" snapped Dante as he went for Matt's throat. Llyra tried to get between them but was pushed aside. Applejack has substantially better luck with keeping Dante at bay, though he was hard to hang onto.

Luckily, the translator systems in the two pony's heads wasn't fully online yet and as such filtered out the various swearwords aimed at Matt, though it did translate 'murderer' .

"Enough, fighting among ourselves is not going to get us anywhere!" called Twilight.

"Who died and named you queen?" snapped Dante.

"She ain't a queen, she's a princess," said Applejack.

"Doesn't make a difference. You mention my brother again, Lynch and I'll cut your fucking head off," Dante snapped, an ion blade igniting as emphasis.

"Fine, siblings are off limits," said Matt with a glare that made it clear that rule applied to Dante as well.

"Fine," snapped Dante before both the mercs looked confused as Twilight said 'Pinkie promise?'

The two mercs gave Twilight an incredulous look. "You can't be serious," said Matt.

"There's no promise more serious than a Pinkie promise," said Applejack.

"Oh please, you don't even have pinkies," said Dante as he wiggled his little finger at them.

"Not that. It's a promise our friend Pinkie Pie came up with," said Twilight.

Matt said, "You have a friend named Pinkie Pie...what makes her promises so sealing?"

"Trust me, you don't not wanna find out," said Applejack, "Nothing makes her madder than when a pony looks like they're breaking a Pinkie promise."

Dante smirked. "Oh, I'm soooo scared," before everyone jumped as a roll of thunder was heard overhead. "Coincidence," he said, though he sounded unconvinced.

"Are we close to that doohickey ya'll are after?" asked Applejack.

"It should be just in here," said Llyra, entering a passcode on a door.

The door opened up into a large room in which what looked like a huge supercomputer sat in the middle of. Despite it being the obvious nerve center of this facility, there didn't seem to any accessible control panels on it.

"Ok, this is not a control room, it's a CPU!" snapped Matt, kicking the computer.

"Go away," said the computer in a deep gloomy voice. The words didn't have the usual command that meant that intruders were forbidden to be in this place, but the morose tone of someone who just wanted to be left alone.

Matt and Dante looked at one another. "AI?" mouthed Dante before Matt tapped on it again.

"Wakey-wakey...wake up or...I got nothing," said Matt.

"Go away," repeated the computer.

"Not till you turn the perimeter defenses back on," snapped Matt, kicking it again .

A corner of the computer partially separated from the rest of it and unfolded into an arm which reached out and brushed Matt away from it. "Leave me alone," said the computer as the arm folded back in.

Dante immediately took aim. "That's a damn Cybertronian...wait...what kinda sissy tin can has a computer for a disguise mode?" he said.

"The kind that doesn't like to fight," retorted the computer.

"Well, tough. A giant robot scorpion's on its way here, so fighting's coming to you," snapped Matt.

"Scorponok is awake?" asked the computer.

"Yeah, he's got something called a Quintesson workin' for him," said Applejack.

"Those slag heaps?" snapped the computer.

"Just one, I think," said Applejack.

The computer let out a sigh and said, "I suppose I ought to get the defenses up. Scorponok does not give up easily."

"Oh, would you? That'd be soooo lovely," said Matt sarcastically.

Just then, the whole room shook and knocked nearly everything off their feet. A few holographic display screens appeared, showing the facility from various angles and how it was now moving around and folding. "It's another one!" yelped Dante .

"Don't worry, this one is more likely to be friendly," said Llyra who had walked around the computer and found a red insignia on one side.

"Yeah, that's what they all say then a dragon kicks you off a cliff," snapped Matt hysterically.

"You have dragons here?" asked Twilight.

"How should I know?! It's not my planet!" snapped Matt.

"ENOUGH! Tin can, you see that scorpion git, you blast it!" snapped Dante rudely.

"If I must," said the computer dourly.

Twilight sighed, "You know, you could be a bit nicer to each other." only for Dante to snap "Sure...be nice to the insane robots massacring our frontier colonies."

"Kinda hard to trust someone who won't show his face," said Matt, "How comes...whoever this guy is doesn't transform?"

"Because I can't transform and I don't have a face to show even if I could," said the computer.

"Why's that?" asked Applejack.

"Because I don't have a head," said the computer.

Matt and Dante paused at that, Dante saying weakly, "Yeah, that's a good reason...wait, how are you talking then?"

"Computers don't need heads to talk," said Llyra.

"He can't always have been headless, can he?" asked Applejack.

"I had a head once, but my partner left me long ago," said the computer.

"Fine, so you're not gonna fight, do you have any weapons we could use?" asked Matt.

"You can find the armory here," said the computer as a holomap of the rearranged facility appeared, one room highlighted to indicate where to go.

"Good enough. Dante, let's go find a giant space gun and shove it down a giant robot scorpion's throat," snapped Matt.

"I think I'll stay here," said Twilight, "There's a lot we could learn from our host."

"Knock yourself out. Applejack, blast anything shark-shaped that comes through the door," said Matt.

"Can do," said Applejack before shifting to robot form.

Twilight sighed at that. "I wish I knew how to do that. Without my horn I can't do much."

"I might be able to help with that," said the computer.

"But you can't transform either," said Applejack.

"Not by myself, but I think I can activate your dormant transformation cog," said the computer. Twilight shuddered at the thought of having a cog before seeing a cable snaking out of the computer. "Now don't fuss and this shouldn't hurt a bit," said the computer alarmingly. Twilight gulped before the cable shot into her neck and her eyes shot wide.

To Applejack, it was if someone had just used Twilight's own memory spell on her as various images flashed in her eyes, only they were images of various robots. Eventually, an image of Twilight's current pony form appeared as a 3D schematic before a robot form like Applejack's initial one appeared. Right after that, Twilight's body unfolded, back legs extending, front legs becoming arms, the front half of her head flipping down to cover her chest. The only big differences between Twilight's protoform mode and Applejack's besides the colors was the small wand-like blaster extending from her forehead and the small jetpack on her back.

"Upload complete," said the computer calmly.

Twilight flexed her servos experimentally before walking around a bit. "Well, this isn't that different from when I went to the human world," said Twilight.

"Oh, you've been to that dump?" said the computer.

"I don't think it was a dump," said Twilight, "It was a fun and exciting place."

"I can barely remember what 'fun' is," said the computer gloomily.

"Too bad Pinkie ain't here," said Applejack.

Twilight looked over at the computer at that, nodding. "You're right, it is a shame. What's your name?" she said, aiming the last question at the computer.

"I am Cerebros," said the computer.

"Interesting, I bet you're really smart," said Twilight.

"Well, I have had several centuries to read all of Nebulos's literature and learn as much of its science as I am able. And I was quite a scholar on Cybertron before the Great War," said Cerebros, a bit of pride entering his tone.

"Oh, a fellow librarian," said Twilight happily.

"I suppose that's one way to describe me," said Cerebros, "I'm not Orion Pax, but I thought I was good at my job."

"Oh, I wish I had a chance to show you Ponyville Library...or the royal library at Canterlot," said Twilight cheerfully.

"There is much I could tell you about Cybertron and Nebulos, literally vorns of information. Though perhaps we could attempt something more direct," said Cerebros as the wire extended again.

Twilight paused at that. The first time had been a little unpleasant. "It's a simple data exchange," said Cerebros, "You won't feel anything unpleasant." Twilight paused before letting the cable forward.

Twilight's eyes flashed as her mind was suddenly sucked into another time and place.

* * *

 _Twilight could see a pair of Nebulons alone on a balcony that had a great view of the city below them. The woman was wearing a purple outfit that revealed quite a bit of her green skin, though her blonde hair and face were almost perfectly identical to Llyra's. The man was wearing a grey robotic armor that reminded Twilight a lot of the Cybertronians she had seen._

 _"Galen, why must you keep fighting?" asked the woman, "The Autobots' war is not our concern."_

 _"Llyra, the Decepticons aren't going to stop until they've got all the energy reserves of Nebulos," said Galen, "As long as the Decepticons are here, we have to keep fighting."_

 _"Galen, we are a people of peace. We have no business being involved in war," said Llyra._

 _"Peace has to be defended, Llyra," said Galen, "Do you think Scorponok and his soldiers are going to leave us along just because we say we don't want to fight? I don't want to fight any more than you do, but refusing to fight is not an option, not if we want to keep our freedom."_

 _"I'm finding that hard to believe," said Llyra, "I'm starting to think you enjoy your violence. That you want to be a machine for war."_

 _"That's not true," said Galen, "I'm not some power-hungry warmonger like your father-"_

 _"My father is not a warmonger!" snapped Llyra._

 _"I'm certain he's involved with the Decepticons," said Galen, "There are rumors he's binary bonded to Scorponok himself."_

 _"I am not going to stand here and listen to you make false accusations against my father!" snapped Llyra, "If your Autobots mean so much more to you than me, than go to them. Nebulos won't tolerate them for long so you better be ready to leave with them." With that, she stormed back inside._

 _"Llyra, wait!" called Galen. That was Twilight felt a mental jolt as the vision suddenly ended._

* * *

She was dragged out to reality to see Dante aiming a rifle at the computer. "You ok?" asked Matt, concerned.

"Just fine," said Twilight, "A little overwhelmed with new knowledge, but fine."

"Fine, we're getting out of here. There's a ship and some mech suits. Our AI's are setting them up," said Dante.

"You think we could outrun Scorponok with those?" asked Applejack.

"I hope so. We need to get off world as soon as possible," said Matt.

"Scorponok won't give up so easily," said Llyra grimly, "He is capable of flight after all."

"So long as we can get in the air before him," said Dante.

Matt nodded before his wristcomp beeped. "Oh, well done, Dante, you just jinxed us. Class 12 magi field just ignited in the upper atmosphere," he said.

"If it's magic, I can dispel it," said Twilight.

"Uh, Twi, you don't even have a real horn anymore," said Applejack.

"She has a point. We need to cut its source off," said Matt.

"You have a more peaceful alternative available," said a familiar voice out of nowhere before a transparent image of the Red Wizard appeared.

Matt and Dante span at that, their rifles out and for the first time, the girls saw the sort of firepower the mercs had as several blue lit rounds tore the heavy paneling around the Red Wizard to shreds.

"Good shot, you've successfully took out a wall," said the wizard sarcastically. He turned at that to see the hole that they'd made. "Impressively though," he admitted before saying, "As I said, there is a peaceful solution."

"And what would that be?" asked Llyra dryly, "I surrendering myself?"

"That is what Scorponok would want, but I, Mara-Al-Ultha, want something of greater value: the source of the powerful magic I sensed in your protoform friend," said the wizard.

"Sorry, nobody gets the robot ponies," said Matt coldly.

"Oh, I think you should reconsider," said Mara, "Your position might have fortification, but I have more manpower and I will be breaking through eventually."

Matt glared. "No deal, smeghead," he snapped.

"I would not be so hasty to throw my offer away," said Mara, "Even if you manage to stave off my Sharkticons, there is no food and water within your facility. You will not last three days. Surrender is simply your best option."

"And, if we do give her over, what'll you do?" asked Matt coldly.

"Let you go," said Mara, "Despite what you might have read about my race, I am a Quintesson of my word."

"And our friend?" said Matt.

"I might have a spare protoform lying around somewhere. I'll transfer her spark over to it," said Mara.

Twilight and Applejack looked confused at that, though Cerebros seemed angry. "You can't just swap a spark out like a power cell," it snapped.

"You need to get with the times. Technology has progressed quite substantially since you were last active, antique," said Mara smugly.

"I won't allow it. It'd be like telling some organic you could swap their soul out," snapped Cerebros.

"Oh, I can do that. Though there is not much to be gained from it," said Mara casually.

"No deal, bugger off!" snapped Matt.

"You'll come around eventually, when you're half-desiccated," said Mara before his image disappeared.

"Hate to say it but the floating head has a point. Our rations will last a few days at most then we're in trouble," said Dante

"There has to be something in this base that can fight Scorponok on equal terms," said Llyra.

"Yeah, the base itself," said Matt, "Hey, MCP, how about transforming into robot mode."

"His name is Cerebros and he can't transform without a head," said Twilight.

"Great, Serina, have you got Plan B online yet?" snapped Matt.

"Those protoforms shouldn't be used to house your AIs," protested Cerebros.

"Protoforms? Those were exosuits," said Llyra, "You do remember that have exosuits in storage, right?"

"It's been a very long time since I looked at my storage," said Cerebros defensively.

"Doesn't matter, they'll give us half a chance to get out and, I hate to say this, to Miss Grouchy's people and a ship," said Matt, pointing at Llyra.

"Would be a lot easier if the last guy who lived here didn't run off with the computer's head," said Dante.

"What? That's not what happened at all. I simply have had no one to be my binary bond partner for centuries," said Cerebros.

There was an awkward pause before Matt said, "Now, when you say 'partner'..."

"Not that kind of partnership," snapped Llyra, "He's talking about binary bonding, the symbiotic technology that allows Headmasters, Targetmasters, and Powermasters to exist."

"Great...we're in a sentient exosuit with attitude," snapped Dante.

"Well, can't someone just substitute for this guy's noggin so he can fight?" asked Applejack.

"I'm not," said Matt, Dante adding "Not it."

"I don't see why it should be me," said Llyra.

"Why not? It's in your blood since it's your great-granddaddy trying to squash us," said Dante. Llyra span and punched Dante on the jaw at that, causing him to fall back.

"About time someone got around to do it," said Applejack, "I would have done, but I think I could have literally knocked his block off."

"I wouldn't have minded," said Matt innocently.

"Still, having Llyra be the new Headmaster wouldn't be a bad idea," said Twilight.

"Do even know what you're suggesting? Do you not know what those who become binary bonded sacrifice?" asked Llyra.

"Does it include starving?" said Matt

"My great-great-great grandmother lost her father because of the binary bonding," snapped Llyra.

"Lord Zarak had little interest in her affairs to begin with, excepting who her fiancé was," said Cerebros.

"Why would that matter to him?" snapped Llyra.

"Because that was who Cerebros's original partner was," said Twilight.

"Can we please do something before the land sharks arrive?" snapped Dante, rubbing his jaw.

"Perhaps I can reason with Mara-Al-Utha and Scorponok more," said Twilight.

"There is no reasoning," said Llyra bluntly, "When a Quintesson has made up its mind, it'll carry out and everything it says otherwise is simply a lie. And Scorponok probably isn't even sane enough to reason with after all this time."

"Great...bloody well great," snapped Dante before the room shook.

"What was that?" asked Applejack.

"Does that deserve a verbal answer?" asked Matt rhetorically.

Dante hefted his blaster rifle. "Lynch, get your game on. You thr...four...decide what to do while we go shark hunting and get Plan B working," he snapped.

"Cerebros, where's your spare head?" asked Applejack.

"If you mean the Headmaster armor that forms my head, it is here," said Cerebros as he projected the holomap with a different room highlighted, fortunately not far from the current room.

"We'd better get that head," said Twilight thoughtfully.

"If only to make sure the Sharkticons don't get it," said Llyra.

* * *

The Sharkticon squad burst into a corridor, looking around angrily. Their master had been...annoyed at the mercenaries' attitude. Not to mention the Sharkticons hadn't found anything to eat yet and they were getting very hungry.

"Yoo hoo," said a smartass voice down the corridor, the 'Cons turning as one to see Matt, waving cheekily. The Sharkticons snarled and charged after Matt, eager to find anything palatable to sink their teeth into.

Snapper, who was leading them, was about to follow before he spotted several discs on the walls. "Wait!" he tried to order before the others had crossed the discs and a lattice of beams sprang up in front of them, slicing them apart as they charged through. Matt smirked and made a rude gesture before running down a side passage.

"Let's make a shortcut," said Snapper before changing to beast mode and taking a large bite out of the wall.

Snapper finally breached a large enough hole to be nose to cannon with Dante's ion rifle. "Boo," said Dante smugly before emptying the clip The Sharkticons were momentarily shocked by the demise of their leader, but their primary programming was in full gear: devour designated enemies.

This would have been easier had Matt and Dante not had insane senses of humor when it came to booby traps, ranging from anything to more laser net mines to explosives set into the walls that would explode when eaten. The only reason the Sharkticons remained a threat was due to their sheer numbers.

* * *

Mara watched annoyed as the two humans cut swathes through his Sharkticons. When faced in equal numbers, their traps and advanced firearms cut them to pieces. When outnumbered the little pests would fade into the shadows, only to strike again later.

"It appears I'll have to send in more advanced troops," said Mara, "Or perhaps I should start thinking outside the box. The two of them are obviously unprepared for sorcerous attacks."

Zarak immediately yelled, "And Llyra? Do I get her? DO I?"

"Scorponok, your behavior has been concernedly unstable as of late," said Mara, "Perhaps it is time to pass on the torch of your Headmaster partner."

"Never! You dare attempt to take my power?" snapped Zarak.

"No, I merely suggest you require...replacement parts," said Mara.

"All I require is my daughter!" snapped Zarak.

"Yes...if anyone can bolster your bond, it is she," said Mara.

"THEN BRING HER TO ME!" yelled Zarak.

"Yes, I believe I have a more direct way of obtaining her," said Mara.

* * *

Meanwhile, the trio of girls was trying to get the headmaster room open. "Hurry up, we don't have all day!" snapped Llyra, looking nervously around as an explosion was heard in the distance.

"This door's rusted shut or something," said Applejack.

"Or maybe Cerebros hasn't been able to open it because he hasn't been able to open himself up to others for a long time," said Twilight.

Llyra rolled her eyes at that. "Oh, stop it with the sappy stuff. This isn't some holoshow for little girls," she snapped.

"Cerebros isn't the only one closed off from others," noted Applejack.

"That goes for you too. You think all your problems can be found just by finding some kind of moral and applying it?" snapped Llyra, "Maybe your world has no real dangers, but as you ought to have caught on by now, this world has very real dangers and they don't stop just because you've learned a lesson."

The blastdoor at the far end was crumpled up in the jaws of a giant Sharkticon at that, smaller ones swarming in around it. "Like that," said Llyra in a small voice.

As the Sharkticons started to swarm in, Twilight felt a subtle shift in power in the area. She looked around and noticed a distortion in the air near Llyra. Mara's ghostly shape came into view, reaching for Llyra. Twilight realized what was about to occur: a portal spell. With that, she lunged for Llyra, pushing her aside, only to be grabbed herself.

There was a 'pop' as Twilight and the portal disappeared. "Twilight!" yelled Applejack before turning bucking the nearest Sharkticon through the mouth.

"That is enough!" snapped Cerebros's voice, the walls around the Sharkticons slamming together repeatedly.

"Cerebros, we can't fool around any longer. Open the door so I can get your Headmaster armor," said Llyra.

"I...I can't," said Cerebros, sounding pained, "I can't go through that again."

"Cerebros, I know what is like to feel abandoned, to have an unearned reputation of failure hang over my head. But I've learned I need to put my feelings aside and help those who need my help. Can you do the same?" asked Llyra.

There was a pause before the doors started to slowly grind their way open. The Sharkticons that were still coming though suddenly paused at that.

"Uh, why did they just stop?" asked Applejack.

"As long as we can get the armor back to Cerebros, who cares?" asked Llyra.

"Twi...that varmint got Twi…" said Applejack with a horrified voice.

"He won't have her for long if she's as good as you've been saying she is," said Llyra.

"She's good with magic...but she ain't got her horn so she can't do any," said Applejack.

Just then, there was a slight rumble as the room shook. "Uh, that was just Cerebros stretchin' his limbs, right?" asked Applejack.

Just then, a ghostly image of Mara appeared before them. "I am quite pleased that you've reconsidered my generous offer. I assure you your friend shall not suffer the loss of her power core greatly and I shall be keeping to our bargain." There was another rumble at that. "Unfortunately, Scorponok himself has other feelings on the matter, such the desire to crush this facility flat and I'm afraid I am unable to persuade him while he's in this mood. If you want to leave, I suggest you do so now."

Matt's voice butted in at that. "We interrupt your broadcast to bring you a giant scorpion having its butt kicked."

* * *

The new exosuits didn't quite have the weapon option Matt would have wanted, i.e. so heavily loaded that the wrong move could blow up a hill. But at least it had a fast mode of transportation.

As Matt and Dante raced out of the complex towards the giant robot scorpion, Dante said, "You'd think those Cybertronians could at least put jet engines or something on their exosuits."

"Hey, wheels are useful," said Matt.

"Yeah, for drag racing. We're about to fight a scorpion the size of a city," said Dante.

"Yeah, wheels are less cool now," said Matt.

A secondary voice said, "Flight capabilities rebooting."

"Why didn't anyone tell me this thing was capable of flight?" asked Matt in an annoyed tone.

"If you had allowed me to read you the instruction manual..." started Serina.

"Hey, how about you nag me after we stomp the big bug?" asked Matt.

"Scorpion aren't bugs, they're arachnids," said Serina.

"Since when has the definition of 'bug' excluded arachnids?" snapped Matt. Before Aria could provide a smart-aleck answer, Matt started up the flight mode and took off.

"Dante?" snapped Matt as Dante said "Me and Karnak have everything online. Let's squash us a bug." his four legged mech shooting forward, peppering the approaching Scorponok.

The gigantic Cybertronian proceeded to move forward, not even noticing their attacks. "Dante, stop shooting. It's not even working," Matt snapped.

"You gotta better idea?" asked Dante.

"Yeah, go for its eyes or whatever it's using to see," said Matt.

Dante nodded, firing a cluster of missiles that slammed into the Cybertronian's face...it paused at that before turning to look directly at the two, its eyes flickering through colors.

"Uh, how many different ways can a Cybertronian see?" asked Matt.

"I think it varies by individual, but I think we're only invisible to their target lock, not their actual-" said Serina before Scorponok swiped one of his pincers at them.

"He can see us!" yelped Matt, flying back to avoid another slash.

"But he can't touch us," said Dante as he flew around the city-bot. Scorponok seemed to glare as he slowly turned, before he fired several blasts at Dante. Dante had to do a lot of darting about to avoid being shot down.

"Really? I could have done better than that," said Matt.

"Of course you could, you've got the advanced pilot training!" snapped Dante.

"Ok, let's see. Serina, scan this thing. I need a weakpoint, an armor gap, an exhaust port, anything," said Matt.

"That might take a while. There's a lot of surface area to scan," said Serina.

"That was on the old mech. See what this thing can do," snapped Matt.

"Scanning..." said Serina before saying, "There is a point of structural weakness that should be more vulnerable to attack."

"Where's that?" asked Matt.

A holographic image of Scorponok's robot mode appeared before Matt before the Decepticon insignia was highlighted and Serina said, "Right here."

Matt stared before saying, "That's a stupid place to put your weakpoint. Oh well, let's see how big a bang the missiles make."

* * *

Twilight must have been knocked out when she was taken through the portal because the next thing she knew she was in her pony mode and clamped in place inside what she suspected was some sort of magical circle.

"Ah, you're awake," said the Red Wizard's voice behind her.

Twilight craned her head around to see what she assumed to be the red wizard. Her assumption was made on the face that it has his voice and was wearing his robe, but his body had changed completely to a floating egg-shaped robotic creature with multiple tentacles. "I hope you'll excuse my current appearance. The advanced spells are easier to maintain when I am in my true form," said the Red Wizard.

"Let me go. I don't have any magic at the moment," Twilight said, trying to move her feet.

"Oh, I wouldn't bother. Stasis field. Perfect for keeping Cybertronian slaves in check."

"You enslaved Cybertronians?" asked Twilight aghast.

"The Transformers were built to be our slaves," said Mara-Al-Utha, "We created them for civilian and military purposes and they rewarded our generosity in making them by banishing us from our rightful world of Cybertron. But we shall rule again once more and you will provide the power to let me put my claim on it."

"I'm not going to help some slave monger!" snapped Twilight, trying to move her feet again.

"I can help myself to your magic just fine," said Mara, "Your magical power is quite substantial. I cannot wait to add it to my own."

"You're not getting my magic!" snapped Twilight.

"Oh come now. You know this is the nature of power: take or be taken. And with the power I'll be taking from you and Scorponok at my beck and call, this pitiful planet will be a mere stepping stone to reclaiming Cybertron. What else could a Quintesson want more?" asked Mara as he started up his draining spell.

Mara paused as he noticed that the drain was being repelled. "Well, it seems someone has tried in the past...and what's this? Locked memory files, someone didn't want your memory at full," he said thoughtfully, checking a scanner as he tried to drain her magic. "Well, nothing a little booster power can't overcome," said Mara as he increased the spell's energy level.

Despite this, Twilight was still able to block him out. "This can't be right. How could your magic be resisting me? Your magic can't be stronger than mine," said Mara.

"Oh yes it is," said Twilight, "Because I have a greater power than you have, one that someone who desires power for power's sake could never understand, the power of friendship."

"Oh please, this isn't some holoshow," began Mara before noticing a glow from Twilight's flank, as well as a warning on the stasis field. "What? What's going on here?" demanded Mara as he tried to reestablish the stasis field, only to find that power building up within is reaching critical levels.

He immediately threw up a shield around himself as the generator exploded violently

* * *

As Matt and Dante struggled to get close enough to Scorponok to hit his weakspot, the giant suddenly staggered. Large streams of purple light shot out of his eyes, but they didn't look like an attack, more like something was lighting him up from the inside.

* * *

As Applejack and Llyra, the latter now wearing the Headmaster armor, were making their way back to Cerebros's room, they were having trouble getting through the Sharkticon horde until they suddenly all staggered as if someone had hit the off switch on them. "Llyra, quickly, the time to act is now," called Cerebros.

* * *

Dante and Matt fired several rockets into Scorponok. "Oi, bug brain, you a little cooked!" taunted Matt.

"I have more than enough power to crush you!" shouted Scorponok as he fired at them.

* * *

Mara looked up from the wreckage of his workroom. Whatever that little pony had done to the place she was going to regret it. He'll tear her apart with his bare tentacles for-

He froze when he saw that Twilight was definitely not a 'little' pony anymore. Instead, she was about the size of a draft horse and considerably more robotic-looking now, with her horn and wings returned in metalized form. But that wasn't all as her upper torso and front legs were encased in red armor while her lower torso and hind legs were encased in blue armor as well as a blue helmet that made her resemble that most troublesome of the Autobots.

"You're not going to hurt me or my friends. Call off Scorponok," commanded Twilight.

"Scorponok cannot be stopped that easily," gloated Mara.

* * *

"Ok, let's give this guy some heartburn, or sparkburn, whatever," said Matt as he and Dante got within Scorponok's reach. The two of them launched their missiles straight at Scorponok's insignia.

Scorponok roared in pain as the missiles struck home, before he froze in mid pose. Matt hovered in close to see each of his eyes had turned blue, writing too small to be read visible.

"Think that got him?" asked Dante.

"No, he's just bugged up, but I bet another missile salvo will make his day worse," said Matt.

"All missiles depleted," said Serina calmly, Karnak saying "All missile pods dry and on reload cycle."

"Smeg, those other guys better have some other way to finish Scorponok off," said Matt.

* * *

The ruined workroom shook again and Mara was knocked over by a piece of debris. "What was that?" he demanded.

"My cue to get out of here," said Twilight before a mouth plate covered her face and the turbines in her wings popped out. She caught one between her front legs and the other between her rear legs as they folded up close to her body. Her wings covered most of her body like a protective shell which made her look like an odd mix of pony, motorcycle, and trailer truck which soon drove out at a pretty high speed.

"This is too much," groaned Mara wearily.

* * *

Llyra and Applejack finally reached Cerebros's room. "Llyra, we must combine now," said Cerebros.

"Right," said Llyra before she started curling up, her armor forming into a robot's head. As this was happening, the huge supercomputer was unfolding into a headless robot form which picked up the Headmaster armor and put it on top of its shoulders.

The robot, now with a head, staggered back and forth a little, Applejack finally saying, "Erm...you ok there, sugar?"

"The joining of our minds is...disorienting," said Cerebros, his voice now mixed with Llyra's, "Just give us a moment and we shall be able to get this base's true power unlocked."

"Y'all better hurry. Ah don't think those mercenary types can keep that big bug occupied forever," said Applejack.

"Indeed, Applejack, I must ask that you step outside. I do not wish to accidentally crush you between my shifting parts," said Cerebros.

Applejack seemed confused before a part of the ceiling sealed down, causing her to jump back. "Uh, right, Ah think Ah could use some fresh air," said Applejack before heading for the exit.

* * *

Matt flew his mech overhead, seeing the fort below seeming to shift, tearing is foundations free. "Huh, there's something you don't see every day," said Matt.

"It's about time," snapped Dante, "How long does it take that computer to get its act together?"

Serina however said, "Erm, Karnak, the big scorpion's booting back up."

"Yeah, and that fort better be done with...what the heck is that?" asked Dante as they noticed something flying out of the small hole they punched in Scorponok's chest. It looked like some sort of aircraft of a very unusual design. But as it got close to them, its wings fully unfolded and its legs flipped out to reveal a larger robotic version of Twilight.

"Oh look, she fixed herself," said Matt cheerfully.

"Whoop-dee-doo," said Dante dryly.

"Hey guys, check it out. I think I've unlocked this body's hidden powers," said Twilight.

"Great, that comes with a robot mode?" asked Karnak just as dryly.

"Just a second. Twilight Sparkle, maximize," said Twilight. Her rear legs rotated at the knee before extending and robot feet coming out of hooves. Her front legs simply had her robot hands pop out of her hooves before the shoulders unclipped from the body. Twilight's head mostly split down the middle before the halves attached themselves to her torso as her shoulders reattached. Twilight's new head still had her hair and horn, but now she had a more humanoid face that was mostly covered up by her mouth plate.

"I guess so," said Matt sarcastically.

"Great, does that mode come with weapons?" asked Serina a bit more sincerely.

"Weapons, uh, I'm not sure what-" started Twilight before all three of them were swiped at by Scorponok's claw.

"CHECK FOR DAMN WEAPONS!" yelled Matt, firing a hail of lasers at Scorponok.

However, Twilight was sent tumbling out of the air, not sure how to get her new wings working again. But then her fall was stopped as she landed in a gigantic outstretched hand. She was lifted up to an enormous robotic face as a deep voice boomed, "Fortress Maximus heeds the call of the new Prime."

"Fantastic, squish the scorpion!" yelled Matt.

"Fortress Maximus, today I shall reduce you to scrap like I should have done centuries ago," said Scorponok before punching his giant opponent.

The others backed off at that, knowing that it would take just one stray punch to take them all down. "We find the wizard, then we go inquisition on his butt," snapped Dante.

"He's still inside Scorponok," said Twilight.

Matt turned before seeing the hole Twilight had made. "Serina, toss me in," he said, readying his blaster.

"Are you certain about that? You have no ready defense against magi energy," said Serina.

"Spent 3 weeks as a dragon, I have experience. Don't let em get eye contact and don't let em hit you with a fireball," said Matt.

"Say what?" asked Twilight before she heard a familiar voice screaming.

"Oh no, Applejack!" yelped Twilight before jetting towards where her friend had fallen off of Fort Max's shoulder.

Applejack yelped as she plummeted. Even with her current body she had a feeling she wouldn't like the landing. With a sudden 'clang', she felt herself be caught. She looked up and almost didn't recognize the face she was looking at. "Twilight?" asked Applejack.

"Yeah, I got an upgrade. Now we need to go help Matt," said Twilight before her horn glowed and they both teleported.

* * *

Mara glared as he watched the fight. His Sharkticons had scattered everywhere in the chaos and perimeter sensors showed that they had antagonized some local forces if the approaching troops were any indications. "Problem?" said the voice of one of the humans behind him.

"Ah, ah, don't turn around. Wouldn't want a mental whammy, makes me wanna blow heads off," said the voice as a click was heard.

"Do you really think that you're a match for me?" asked Mara, "I could turn you into a lizard with a flick of my tentacle."

"I know for a fact a magi attack like that needs a verbal code word or two. Can you speak faster than a plasmite bolt?" said Matt.

"Do you think I can be slain that easily?" asked Mara.

"Well, you wizards tend to be pretty squishy and from what I heard, Quintessons are lousy in fights."

"How dare you? I am far super-" began Mara before a bolt of energy blasted apart the alarm he'd been reaching for.

"Naughty," said Matt cheekily.

"I don't need to rely on Scorponok to destroy an insect like you," said Mara before firing arcane bolts at Matt.

Matt easily sidestepped them, rolling to the side and returning fire, aiming for the blasts to knock Mara over rather than kill. Magic shields sprang up before the blasts could get close to the Quintesson, reflecting them away. Matt just continued firing, aiming around to let the concussive blasts do the damage.

But then a bolt of magic hit Matt's left arm, spreading up before it turned everything from the shoulder down to stone. "What's wrong? Too cowardly to use proper fighting spells?" taunted Matt

"Oh, I just need to quit moving around long enough to hit you," said Mara as a large ball of energy formed between his tentacles.

Matt shrugged before bringing his stone arm around in a swing that connected it with Mara's head...at high speed. Matt was pretty thankful his arm was stone then because from the sound of the clang the Quintesson's metal head made, Matt was sure he'd be howling with pain if his arm was still flesh. Mara didn't seem any better off, his eyes crossed.

"Alright, now I'm gonna-" started Matt before noticing his arm was cracking. To his relief, when the stone fell off, his arm was still under there and unbroken. But then the pain caught up with him.

Mara shook his head at that. "Oh...I'm going to enjoy this," he snapped, readying a blast at the distracted Matt.

Just then, there was a flash of violet light and Twilight and Applejack appeared. "Did we miss the fight?" asked Applejack.

Mara snapped "How dare you attack your master?" sending his blast at them instead.

Twilight quickly put up a shield that neutralized the blast. "You are not our master. You are not anyone's master," said Twilight.

"I created you creatures! I am your MASTER!" roared Mara, readying a much larger blast, adding, "Even this fool of a Headmaster unit knows it.

Just then, a gun unfolded from the wall and pointed at Mara. "What did you just call me?" asked Scorponok's voice.

"He called you an idiot," said Matt innocently.

"Actually, he called him a fool," said Applejack.

"WHAT?" roared Scorponok's voice.

Just then, the whole room was rocked to one side as Scorponok was knocked backwards. "Perhaps you should focus your attention on your archrival instead of me," said Mara tersely.

"I can multitask," snarled Scorponok, before sending several blasts at Mara.

A large dome shield surrounded Mara to protect him. "Is one petty remark really worth this potentially losing your fight?" snapped Mara.

"I never trusted you completely, Quintesson..." sneered Scorponok, his voice more full of Zarak's then Scorponok's.

"Uh, maybe we should just let these two sort out their troubles on their own," said Applejack.

"Oh no, I still have business with you, Autobots," laughed Scorponok, his voice now fully Zarak's.

"We're not Autobots, whatever those are," said Applejack.

"Actually, it's not a bad thing to be called, though it's still inaccurate and I don't believe Scorponok means it in a friendly-" started Twilight before one of the inner guns nearly shot her head.

"Can you stop talking about friendship for ten minutes and actually do some fighting?" snapped Matt.

Applejack and Twilight nodded at each other and charged at Mara A spell from Mara froze the floor in front of them. While Applejack wasn't able to get across it without slipping, Twilight flew over before shooting a magic beam from her horn at the Quintesson.

Mara yelped, raising several shields, the beam smashing most of them and cracking the last. "Powerful, aren't you?" he sneered.

"As the Element of Magic, I ought to be," said Twilight.

"That will make taking your power all the sweeter," said Mara before several entangling streams of magic shot from this tentacle tips. Twilight yelped as she flew back to avoid the lunging tendrils. "What's wrong? Not used to fighting a real battlemage?" sneered Mara.

"I fought Tirek and he was a lot bigger and tougher than you are," said Twilight.

"But could he do this?" asked Mara before creating a barrier around Twilight and just closing it tightly around her. "You see, I've had far more experience dealing with little pests like you," taunted Mara, sending Matt and Applejack flying with a telekinetic spell.

Twilight struggled and tried to teleport out of the barrier, but Mara had apparently made it teleport-proof. But unknown to her, her horn was extending and the end of split in half and folded back reveal what looked like a miniature blaster. "Wait, what is that you have there?" asked Mara before a substantially large magic beam shot out of the horn blaster and through the barrier, shattering it. Mara yelped as he was sent flying back. "No...that's not possible," he said weakly.

"From what I've seen of Cybertronians, they've very good at adapting," said Twilight as her robot hands retracted and a pair of larger but similarly designed blasters replaced them, "And as you're about to learn about unicorns, we have a lot more magic than you think."

Mara glared before smirking. "And your friends?" he said, readying what Twilight sensed was a death spell.

"You're not going to hurt them or anyone else again," said Twilight before firing from all three blasters.

Mara put up another force field and said, "You're bluffing. You don't have the killer instinct to dispose of me."

A second hail of blasts caused his barriers to crack and causing him a little worry. "Now then, let's not be hasty, captain, I surrender," he said.

Twilight stopped her barrage and asked, "Do you promise to surrender?"

"Yes, yes, of course," said Mara.

"Twilight, he's lyin'!" snapped Applejack.

Mara glared and readied the blast again only to scream as a shot took one of his tentacles off, Matt, a cold look on his face lowering his weapon. "NSC let us shoot people who fake surrenders," he said coldly.

Twilight glared and blasted at Mara, her three beams going through him without any visible damage. "Ha! I knew you didn't have the spark to finish me off," said Mara, not noticing the portal that was opening behind him.

Matt smirked evilly as the portal opened. "Red Wizard, under article 15-C of the NSC: Lack of an official law enforcement officer, I pass sentence; banishment to a random dimension," he said, Mara looking confused

"You don't have the power to banish me," said Mara.

"Yeah, I don't, but she does," said Matt, pointing a thumb at Twilight.

Mara's eyes went wide, turning around to see the portal. "No! NO! I WON'T ALLOW IT!" he snapped, going hysterical.

"Is it safe to push him in myself?" asked Matt.

"No, it's not," said Twilight.

"Thought I'd ask," said Matt.

Mara glared and tried to lunge at Matt, only for a purple glow to surround him. "Unhand me, slave!" he snapped.

"I am not your slave, not as a Cybertronian and especially not as a pony. And you're going to a place where you can't try to enslave anyone ever again," said Twilight before pushing the Quintesson into the portal.

Matt whistled as the portal closed before hearing a click, "Oh yeah, that guy."

"Hmm...it seems I have you to thank for crushing the annoying Quintesson," sneered Zarak's voice.

"Well, I actually just banished him," said Twilight.

"Where to?" asked Matt innocently.

* * *

When Mara-Al-Utha regained consciousness, he noticed that his power had been drained. "Did that winged unicorn think she could drain me of my power for long?" asked Mara, "I'll get my power back and when I find her again, she'll be screaming for mercy when...wait, something's wrong here." Mara looked around and noticed that everything seemed too colorful and sunny. "Where did she send me?" he asked.

Mara looked around to see dozens of pastel-colored ponies looking at him. Worse, all his magic was gone. One of the ponies, one with no horns or wings and a pink body and lighter pink mane and tail, said, "Hi, I'm Pinkie Pie. Do you want to join our tea party?"

Mara's eye twitched before he screamed, "NOOOOOOOOOOO!"

"Ok, maybe some other time," said Pinkie Pie unperturbed.

 **Author's note: For those who didn't guess, Mara-Al-Utha has been banished to the G3 Pony cartoon, shudder in horror.**

* * *

"That's just...cruel...I love it," said Matt evilly.

"I just hope he won't do any harm to those poor ponies," said Twilight.

"I don't think that'll be a problem." said Matt, "Magic's like batteries: incompatible doesn't work."

"But he could still be a dangerous being that could learn how to use that world's magic," said Twilight.

"Nah, all that sugar and spice will drive him nuts before too long," said Matt.

"Ahem, are you forgetin' that we're still inside an evil giant robot?" asked Applejack.

"Yes, I would have thought I'd be hard to forget," said Scorponok's voice in a sarcastic tone.

"Right, we'll just find what makes this guy tick and unplug it," said Matt before a blast nearly hit him.

"There will be no 'unplugging', human," sneered Scorponok.

"Uh, you don't have any real quarrel with us. Why don't we just go?" asked Twilight.

"And have you come back as a later date as another Prime to face me?" sneered Scorponok.

Just then, the room was rocked again as Scorponok was dealt another staggering blow. "Uh, I'd really do not want to be inside a robot that's currently being bashed in," said Matt.

* * *

Fortress Maximus dealt another blow before saying, "Let them go, Scorponok. Your fight is with me."

"You may be of the same kin as the mighty Metroplex, but you have none of his powers," said Scorponok as he struck him again, "You have bonded yourself to weaker minds and have lessened yourself. But the mind I have bonded with has always remained strong."

"The mind you are bonded with is insane," snapped Fortress Maximus.

"You say that as if that were a weakness," sneered Scorponok.

"It is...because now you don't expect this," said Cerebros, dealing a surprise blow under Scorponok's jaw. Scorponok's head almost popped off from the blow, but not quite. It was still attached, but now it was at a weird angle, one that obviously was ruining his coordination.

"You...will...PAAAY" managed Scorponok before pausing.

"Uh, Scorponok, are you alright? I didn't hit you that badly did I?" asked Fortress Maximus.

* * *

Inside Scorponok's body, Matt and the ponies had managed to find their way up to Scorponok's neck and found where Zarak was inside of him. Matt had found a...unique way to stunlock Scorponok. "Put the lime in the coconut and WHACK IT ON THE HEAD!" he sang, hitting Zarak with a length of metal as he sang. While the clang indicated no damage, it was almost certainly annoying.

"Will you stop hitting me?!" snapped Zarak.

"Make me, smeghead. CLONK!" Matt said, yelling the last part out loud as he hit Zarak again.

"There has got to be a better way to do this," said Twilight tiredly.

"How's about we just push the eject button?" asked Applejack.

"This is more fun though. You gonna come out and stop me, head boy or do I gotta pry you out like an oyster?" Matt laughed.

"Uh, if I recall, aren't Headmaster armors also life-support systems?" asked Twilight.

"Do you know what a life support system is?" asked Matt.

"Not precisely, but it sounds important," said Twilight.

"Oh well, knock-knock, call off your buddy and let us go or I stay here...forever...and I sing," said Matt, Twilight and Applejack looking confused at the strangely feeble threat.

"Uh, is now really the best time for a song?" asked Twilight.

Dante's voice said, "Oh God no, don't you dare. I can't find the mute button." as Zarak said "I don't fear such a feeble threat."

With that, Matt took a deep breath and started singing as if his Cutie Mark were for singing but has replaced with an Equalizing Mark that made it...less than stellar to be blunt.

Twilight and Applejack immediately yelped and covered their ears as Zarak screamed "OH GOOD GRIEF!"

* * *

The view from outside was even stranger. Fortress Maximus watched in confusion as Scorponok pounded on his own neck before trying to tear off his own head. Dante could also be heard screaming over the com, though Fort Max couldn't hear what was causing it. "Is...everyone alright?" he asked in confusion only for Scorponok to scream "THE SOUND! IT BURNS MY AUDIO SENSORS!"

Fort Max tried to contact Twilight and Applejack. "What is going on in there?" he asked.

"I think Matt's dying! Listen!" yelled Twilight before what sounded like a wounded animal locked in a dustbin came over the line.

"Ugh, that sounds horrible. Can't you use your magic to help him?" asked Cerebros.

"Well, I guess I could, kinda couldn't think anything but the pain in my head for a while," said Twilight.

There was a clonk and the sound cut out at that, Applejack's voice saying, "Fixed it."

Scorponok stopped struggling with his head and said, "Finally, take your blasted friends. I can't stand any of you for one more nanoklik."

Fortress Maximus looked confused before Serina said, "Don't look a chance in the mouth. Let's go before he clears his head."

"Yes, uh, I'll be back to kick you off this planet later," said Fortress Maximus.

"Fine, just take the loud one far away," snapped Scorponok.

* * *

Crossing the Forbidden Zone of Nebulos was a lot faster now that the group could hitch a ride on the shoulder of a titanic robot.

Matt was checking off things they would need. "I'll need a ship, capable of storing our new mechs with a type 22 quantum capable jump engine, good for 4000 TeV charges," he was saying into Fort Max's ear, aimed at Llyra.

"The closest we have is quantum generators," said Fort Max, "They're powerful, but I doubt they'll allow you to leave this universe. But a space bridge might be able to get you out."

"I can rig it up to do so, just get us a ship," said Dante.

"I should warn you, messing with quantum technology can go disastrously wrong," said Fort Max, "I could spend the rest of our trip just telling about how badly it could go."

"Yes, cross one wire and you end up turning your ship into a black hole. I've had the flash training," said Matt casually.

"That's not all," said Fort Max, "If you're standing to close to your quantum engine when it's about to flout the laws of physics, you could end up fused to the engine."

"Not if you have a reality shield," said Matt cockily.

"Do you think your technology and ours is so compatible?" asked Fort Max.

"We probably stole some of the plans," said Dante casually.

It wasn't possible to tell the expression on Fortress Maximus's face from here, but the way a nearby panel was lifting up to reveal a small turret probably indicated he was not pleased by that admission.

"He means copied...and even then only the plans," said Matt with a sigh.

"Uh, not that they could have made any good or exact copies," said Twilight quickly.

"Actually..." began Matt before a glow appeared around his mouth and held it shut.

"So, uh, how are ya'll gonna explain to your government about being part of a gigantic robot now?" asked Applejack.

"I will manage," said Llyra's voice.

"And what about Scorponok?" asked Twilight.

"Oh, I will be very surprised if he remains on this planet for much longer," said Fort Max, "Knowing him, he'll fly off to plot his revenge or something like that."

"As long as he doesn't follow us, I'm happy," said Dante.

"So how much farther is it?" asked Applejack.

"Not too far. We ought to be there within a megacycle," said Fort Max. The giant soon picked up on their confused silence and added, "That's about an hour for you."

* * *

The experimenter glared, looking at the various readouts. Half his test subjects had gone dark, the last signals indicating their form locks had failed. "Sir, with respect, we cannot trust reclamation to proxies anymore," said a crewbot.

"No, it appears we will have to start searching for them ourselves," said the experimenter, "But there is one positive aspect to this: the more of these pony-bots that get together, the more drawn they are towards the Enigma and they seem to be actively seeking each other out."

"There is a complication. The one from their memories, the mercenary, one of his past versions is working with some of them. This may make intervention difficult," said the crewbot, before adding, "There is some good news though: the remaining subject is primed, programming and memory suppressants are fully functional."

"Excellent," said the experimenter, "Just the hound we need for sniffing out our lost livestock."

"Sir...are you sure we should deploy subject 7 so soon? There are still tests to carry out," began the crewbot.

The atmosphere grew a lot colder, quite literally actually. "Are you saying we shouldn't be following my orders?" asked the experimenter coldly.

"No, but there is still a chance that there could be gaps in the memory suppressants. Gaps that contact with his fellow subjects could cause to widen," said the crewbot calmly.

"So, you're saying we should test how brutal our bloodhound is before we let it loose?" asked the experimenter.

"If that is your wish, it might be wise to send a...chaperone as the humans call it, to make sure he follows commands," said the crewbot calmly.

"Yes, a handler for the beast," said the experimenter, "But who among my crew can trust to make sure the brute doesn't run off or get carried away?"

"Does it matter? It's a combat test," said the crewbot with a smirk.

"True, any flunky could do it. How about we let our demolishers to handle my beast?" said the experimenter.

"I will inform them of their mission at once, sir," said the crewbot smugly.

"Excellent, yes," said the experimenter, his tone cheerful in a way that only meant good news for him.

* * *

There's another chapter, though probably not the chapter some people were expecting. Still, I think this is a particularly exciting chapter. It's a bit different from the other chapters in that I've borrowed quite a bit from the Marvel Transformers comics regarding Scorponok's backstory as well a reference to the Japanese Headmasters cartoon regarding his weak spot. Mara-Al-Utha is the Quintesson sorcerer that appeared in 'Madman's Paradise' of the G1 cartoon. And I've added a couple of Metroplex references regarding Fort Max. Also, the beetles in Twilight's nightmare are based off of Bombshell and his cerebro-shells.

Twilight appearance is obviously based on this design, though I altered it just slightly because those larger guns were too hard to incorporate into her pony mode and I think her wands are a lot more keeping with her character.

The next chapter will be up 4 days from now and it's one that I'm certain many people are looking forward to. Please comment.


	4. Rainbow Dash vs Starscream

**Maximares Rising**

 **Chapter 4: Rainbow Dash vs. Starscream**

 _Rainbow Dash soared through the skies above Equestria with great speed. She might not have all the experience to be on the main roster of the Wonderbolts, but she knew she had the skill. "Just a few more laps..." she muttered as she shot along, enjoying the feeling of the wind in her mane._

 _Just then, she heard a zooming sound overhead. She looked up to see two shapes flying very high overhead, unlike any flyer she had ever seen before. "What are those?" she asked as she started going higher up._

 _As she got closer, she could see the objects were some kind of machines, flying along at high speed. Their wings didn't move, their speed coming from flames that came from a couple of nozzles at their back._

 _"Whoa, never seen anything like those. Didn't think other ponies could fly any faster than balloons. But I bet I can beat those two," said Dash before flying after the machines._

 _The machines however managed to keep ahead, until Rainbow Dash was right alongside them. "Hey. you think you can keep up with the fastest pony in Equestria?" she taunted, a red light on the front of the left and right machines suddenly aimed at her. "Hello? Anypony hear me?" called Dash._

 _"No ponies here, gluestick," said the blue machine before spinning sharply enough to smack Dash with its wing._

 _"Hey, be careful! It's just a race," snapped Rainbow Dash before yelping as the other one swerved at her._

 _"The race is over, fleshie. The dogfight starts now," said the purple machine before extending a long thin metal tube forward and started shooting at Rainbow Dash._

 _Rainbow Dash yelped as she was forced to pull some tight turns to avoid the blasts. She quickly flew into a thick cloud bank which the machines flew past. Dash panted as she rested on the clouds. "What's with those guys? Why did they attack me?" she asked._

 _Suddenly, there was a flash of purple light and the purple machine teleported right in front of Dash and scattered the clouds. "It's what we do, meatbag," said the machine before firing at her again._

 _Rainbow Dash managed to dodge this one too before heading straight up. She had exactly the right move to stop these tin cans dead. "Ok, you wanna fight? Let's see you handle this," said Rainbow Dash before building up a lot of speed. The air crackled around until it exploded out in both sound and color. The rainbow-colored ring hitting the duo and sent them spiraling. "Hah! That's what you get when you mess with Rainbow Dash," taunted Rainbow._

 _Just then, the blue machine flew up in front of her and said, "You call that a sonic boom? This is a sonic boom." The jet zipped forward and let out a huge thunderous sound that knocked Dash away._

 _Rainbow eventually managed to right herself, though she felt pretty rattled. She had a feeling her ears were bleeding now. Her blurred vision managed to make out the machines changing shape into something with limbs before they both fired something at her that was not as speedy as their other projectiles but had flames. She quickly turned tail and started flying the other way as fast as she could. But before she could get far, she felt an explosion behind her and a burning sensation across most of her back. But not her wings. Why couldn't she feel her wings? Why couldn't she move them? She tried desperately to get back control of her wings as she plummeted towards the earth below._

* * *

Dash shot upright with a yell to a steel room, red lighting everywhere. "Ok, ok, it was just a dream. I'm nice and safe in my own metal room...wait a minute. I don't have a metal room," said Rainbow Dash.

The room shook at that, a siren heard before several two-legged bots ran past the open door. "Alert...hull breach in section 6...all test subjects must be contained...NSC boarders reported in section 4, 7, and 9," said a calm voice.

"Ok, I think I need to find a way out of here," said Rainbow Dash before hopping up into the air. She landed back and she checked her back to see what was wrong with her wings. The answer was simple: they weren't there.

"Oh no...nononononoo!" she yelped turning in place as if hoping to see them before the ship shook again and an annoyed voice said, "This is your leader speaking. It seems some of the test subjects have escaped. Recapture them NOW!"

"Test subject? Does that mean me? Did they take my wings?" asked Dash, her panic soon turning to anger.

The voice continued, "If they resist, stasis lock them."

"Nopony's stasis locking me, whatever that is," said Dash before running out of the room into the hallway. They had to be storing her wings somewhere in here.

She yelped and had to jump back as one of the bots from earlier was flung back around a corner into a wall, several large holes through him. Dash peered around to see several boxy machines at the far end tearing apart the corridor as they fired at her captors.

The fight between the robots seemed rather one-sided as the ones that had wheels on them couldn't seem to aim properly at the more boxy robots. "Man, these guys are the worst shots," said Dash. Unfortunately, one of the wheeled bots heard her and turned to spot her. "Stop right there, test subject," it said before changing into a very sleek and streamline vehicle which started racing towards Dash.

Dash yelped and backed up before a blast blew the transformed bot to pieces, the blast flinging her back into a small room, the door shutting. "Escape pod armed...prepare for launch," said a calm voice.

"Wait, launch? Launch where?" asked Dash as she tried to find a handle for the door.

"Prepping rip engine...launch in 3...2...1!" said the voice calmly before Dash was pressed against the floor from the g-forces . "Transwarp drive activating," said the voice before there was a bright flash of light.

Dash shook her head before a small blastshield retracted to show what looked like... "Equestria, I'm almost home," said Dash happily before her eyes took in the continents, which certainly were not that of home. "Ok, I don't want to land on an alien planet. How do I steer this thing?" asked Dash as she looked for controls.

"Landing is automated...please do not interfere," said the calm voice, ignored as Dash tried various buttons before it said in a stern voice "Warning...guidance disabled...impact now imminent in quadrant 2, continent 3. Attempting to home in on nearest friendly forces."

"Oops," said Dash.

The voice said calmly, as the world loomed larger, "Impact in 60 units...59...58...57..."

* * *

In the skies above the prehistoric world, two very strange creatures were flying. One resembled a metallic peregrine falcon and the other resembled some sort of robotic cat with jet wings. "Any Predacon energy signatures yet, Tigatron?" asked the falcon.

"Nothing yet, Airazor," said the cat, "Tarantulas has hidden his new base well."

A third voice came over the channel at that, "Really? And here I thought we were out for exercise."

"We are here to track, not snark," said Tigatron.

"Who says I can't do both? Not that there's anything to track way out here," said the voice.

"We're not quitting that easily, Ramulus," said Airazor, "We have to find the Matrix."

There was a pause before Ramulus said smugly, "I think we're about to find something else. Try looking up."

Tigatron and Airazor looked upwards to see something streaking through the sky. "A stasis pod? I thought they all fell out of orbit decacyles ago," said Airazor.

"I've got a good eye on it down here. That's not our design but there's definitely something in it...and it's coming down hard. If it's a protoform, we'd better get it before that bug brain gets it first," said Ramulus's voice.

"Right, we can't let him corrupt another Maximal," said Tigatron, "You think you can keep up on foot?"

"Better than you can," said Ramulus, going off the air.

Airazor looked down to see a red and white blur leaping across the rocks. "He's nimble, I'll give him that. But he's not as fast as us," she said.

The pod shot past them at that, its braking boosters visible as it desperately tried to land. A strange engine was also fitted to the back of it, glowing blue and seemingly causing a ripple as it passed.

"Does that pod have a transwarp drive?" asked Airazor.

"All the more important it doesn't fall into Predacon claws," said Tigatron as he boosted his jets.

* * *

The pod, equipped with a scavenged NSC VI, quickly realized that the damage its foolish occupant had caused was fatal. It had damaged its guidance and its primary brakes. There was one final option. With that, it immediately poured all power into the remaining thrusters while setting the drive to overload and ejecting it ahead of the pod. In theory, the exploding drive, while sadly putting up the possibility to attract attention from enemy vessels, would slow the main pod down to avoid a fatal crash.

However, the occupant had gone into panic mode and had been hammering against the hatch of the pod and doing some damage. Enough damage that the explosion would most likely pop it open. Though the VI sensed the occupant's flight capacity and was not that concerned for her safety.

* * *

"Oh no," said Tigatron weakly as the pod seemed to begin to break up, the glowing drive breaking off and a second later detonating in a bright blue flash, the shock wind almost sending the two Maximals out of control.

When the two Maximals righted themselves, Airazor said sadly, "We were too late."

"Uh, you guys might want to clear your audio sensors," said Ramulus over the comm. Tigatron and Airazor did a quick troubleshoot of their sensors and got them back working. That's when they could hear the sound of someone screaming as she was falling.

The two focused to see a shape falling out of the explosion. "It's awake..." said Airazor in shock, Tigatron adding "And falling...come on!" neither noticing the unstable wormhole left behind by the rip drive's detonation.

* * *

In a far-off swamp, someone was watching the sky. "Hey, a firework show," said the odd pony/alligator creature looking up.

"For the last time, Pinkie, we don't have fireworks on this planet," grumbled Dinobite.

"Are you sure?" said Pinkie cheerfully, hopping along after Dinobite who groaned.

"They won't be invented for several dozen millennia...and that'll be done on another continent," he sighed.

"But something went 'boom' up in the sky," said Pinkie.

"Maybe it's a meteor or the Vok playing with the moon again?" snapped Dinobite, wishing his processor-ache would go away.

Just then, Pinkie felt her flanks twitch. She looked at them before a bright light shot from her Cutie Mark, pointing in the direction of the spot in the sky where she saw the boom. "It must be one of my friends," said Pinkie, suddenly serious, "I must go now and meet up with her as it's most likely a 'her'. I must go swiftly and I must go alone." With that, she started running off.

Dinobite stared in shock for a moment before airpunching. "Yes! Thank the Allspark, that little pain's gone," he said happily, "Peace and quiet..." before screaming as Pinkie literally seemed to appear beside him and said "You wanna come meet my friend too?"

The poor raptor gave a scream before falling over and twitching. "I'll take that as a yes," said Pinkie joyfully, "I'll got get the others while you pack."

"I hate you with the force of a thousand stasis locks," grumbled Dinobite, sadly unheard.

* * *

Eventually, Rainbow Dash will be kicking herself for messing with the pod. First by upsetting the controls then by damaging the hatch. But right now, her biggest concern was that she plummeting a hundred feet down towards a rocky surface and she had no wings.

"Oh no...nonononononono!" she yelped as she tried everything, even flapping her forelegs in an attempt to stop her imminent final meeting with the ground below. "I'm gonna die, I'm gonna die, I'm gonna die!" yelped Rainbow Dash before she covered her eyes. She put a bit more force into it than she wanted because she ended up whacking herself pretty hard. "Ow," said Dash before feeling something weird.

Her arms and legs extended out into robotic limbs while the front of her head moved down to her chest. She didn't notice the small ports opening on her back until blue flames shot out of them. She finally uncovered her new face as she realized she wasn't falling anymore.

"I'm flying? Hey, I'm flying! I got my wings..." said Rainbow Dash before looking over her shoulder and noticing her small thrusters and the robotic body they were attached. Dash looked at her new servos and asked, "What the heck happened to me?"

She looked around before trying to remember what had led up to this.

* * *

 _An alien invasion was definitely the kind of thing that drew the attention of Equestria's finest fighters, such as the Wonderbolts. Dash wanted to be the one to greet them and give them a briefing about the invaders, but she was right in the middle of the alien jets._

 _Alongside her were a dozen or so Pegasus guards and below them were the flashes and whomphs of royal guard battle mages. So far they had been slowly wearing the attackers down, Discord, to Dash's surprise helping the most. These jets had been part of an extremely badly thought-out attack on Canterlot apparently._

 _"These chumps had no idea who they were picking a fight with," said Dash before she smashed in the cockpit of yet another jet drone._

 _The jet span away before righting, turning and firing a wave of energy that caught two of the Pegasi guards hard, their bodies outlined in energy before with a thunder crack their blackened armor and bones fell away._

 _A flash of chaos magic zapped the falling debris and spun it in a small whirlwind before it poofed. The Pegasus guards were alive again, though they were two heads on a body that was twice as large as they were before._

 _The jets turned and fired repeatedly before giving chase as Discord shot past, for once not wearing a smug grin. "Are you sure he's on our side?" said one of the guards._

 _"Hey, you guys got twice the muscle and wingpower," said Dash._

 _"But I don't want to be stuck like this," complained the other guard._

 _"Twilight can fix you later," said Dash._

 _What felt like a thunderclap was heard at that, Dash and the guards looking up to see a vast machine lowering down. Even as they watched, several hatches in its bottom opened and swarms of attacker jets shot out. "Ooh, looks like the mothership. This should be a challenge," said Rainbow Dash eagerly._

 _"Shouldn't we get reinforcements?" asked both guards._

 _"Well, I guess we ought to, not that I can't handle myself in a fight. Where are the reinforcements anyways?" asked Dash._

 _"They're all caught up supporting royal guard forces," said one of the remaining guards, "We have to meet up with the third..." before a blue beam lanced down from the ship, a line of explosions tracing its path as it burnt its way along the battle lines, its owner apparently never having heard of friendly fire._

 _"Ok, that needs to go down now," said Dash before flying upwards. She grabbed up as many clouds as she could until she had a huge dark cloud. She flew the cloud up and started bucking it, causing lightning bolts to hit the ship._

 _Unlike the fighters though, the bolts seemed to hit a translucent energy field, the ship undamaged. The ship didn't even notice before a larger hatch opened and what looked like a giant spike shot down. Dash narrowly avoided the spike which plummeted until it hit the ground and buried itself almost completely. The spike didn't seem to do nothing until a sickly orange energy field expanded out from it, quickly covering all of Ponyville. Its effects were quickly noticed by the unicorns and soon the Pegasi when they started losing the power in their wings._

 _Dash yelped and tried to fly up and out the field, but she could already feel her strength fading fast. As she was about halfway towards the ground, a blue jet flew up beside her and changed into a robot before grabbing her. As Rainbow struggled, the bot activated his comlink and said in a weaselly sort of voice, "I got one of your focal points."_

 _"Good work, Dirge," replied a voice, "Spy Streak has already secured the strongest one and the rest shall be easy to pick up."_

 _"Returning to ship," said the one called Dirge ._

 _Rainbow struggled with what little remained of her strength as the robot flew up to the ship, a hatching opening up for it._

* * *

"Ok, I got abducted by aliens and now I'm one of them or something," said Dash as she looked at her servos before looking at the landscape around her, "Is this their homeworld or something?" The land below didn't look too much like an alien world...in fact it reminded Dash of Appaloosa's desert.

Then she heard the sound of flapping wings and jet engines. She looked around before seeing a robotic bird and a flying metal cat approaching her.

"Oh no, you aren't getting me again," she snapped, turning to shoot off, only for only one of her thrusters to fire, sending her into a spin. "Come on, you stupid things, work," said Rainbow Dash. She did manage to get the other thruster firing, but in the same direction as the first which only doubled the speed of her spin.

The two swooped down at that, the bird grabbing her by the shoulders . "Hey, let go! I'm not going back to your spaceship!" yelled Rainbow Dash.

"We don't have a spaceship," said the bird.

"Yeah, right, lemme go!" snapped Dash .

"I think you ought to reconsider your request," said the cat, "You are currently at least 200 feet in the air and you are not yet able to fully control your flying capabilities."

Dash glared before saying, "You're not with those creeps?"

"I'm assuming the 'creeps' you're referring to are Predacons, then the answer is no. We are Maximals, like yourself," said the cat. Dash just gave him a blank look. "Ah, your datatrax were lost when your pod was damaged. It happened to me as well but I learned and adapted."

"I'm not usually a robot. I was kidnapped," snapped Dash .

"Yes, I thought I was originally a beast too," said the cat.

"I really was," said Dash desperately.

"I think we'll need to bring her back to the base. She's badly disoriented," said the bird.

Dash looked around. She was stuck on this planet for the foreseeable future. She didn't know anyone on this world and these things were offering her somewhere to rest. "Ok, fine, but I want to get my wings or whatever I have working," said Dash.

* * *

Tarantulas meanwhile was having an interesting day...if you could call 'narrowly being crushed by an empty stasis pod' interesting.

Normally, the arrival of an empty stasis pod would be welcome as it would allow Tarantulas to build a ship that can get him off this prehistoric world, but this one had been badly damaged. There was also the problem that it had hit about 1 inch from his head. As a result, two of his minions were trying to get his mind out of the feedback loop it was in.

"I say we just smack his head until he snaps out of it," said Iguanus.

"That is not going to help," said Ravage.

"Yeah, but it'll be fun," said Iguanus.

Tarantulas seemed to snap out of it at that, giving a girly shriek and jumping back. "Darn, I was hoping to get a few whacks in," muttered Iguanus.

"Find whoever's firing pods at me!" yelled Tarantulas before pausing, taking a look at the pod and seeing several pieces of writing he didn't know. "Hmm...interesting. Looks like this pod isn't from the same place as the others," said Tarantulas.

A red light shone out, floating over Tarantulas before a tiny hatch opened and what looked like a dart shot into his chest. "That's your best security? The proto-humans have a more sophisticated defense system than-" started Tarantulas before he was suddenly zapped by the dart.

After the zapping stopped, Tarantulas looked himself over and said, "Didn't bother me a bit." Then his head popped off of his body. "Oh for the love of..." grumbled Tarantulas as he bent over to grab it, only for his head to move away from him. "What? Come back here!" snapped Tarantulas as his body chased his head around.

Ravage said happily, "Never mind, this is far better."

"Kinda reminds me of those vids we saw of that Waspinator chump," said Iguanus, "Whatever became of him anyways?"

"Don't know, don't really care," said Ravage.

* * *

Waspinator meanwhile was stuck in trouble of his own. "Wazzpinator hates fleshy bot tribe...not know Wazzpinator good addition. Fleshy bots will miss Wazzpinator, fleshy bots will say they're sorry they threw Wazzpinator out with tree, fleshy bots will beg Wazzpinator to be king again," grumbled the ex-Predacon.

He was about to go on before a smoldering piece of jump engine hit him on the head. "Who drops junk on Wazzpinator's head?" snapped Waspinator.

He looked up to see a far larger piece heading for him. "Wazzpinator should have stayed in sleep mode today," he groaned. Waspinator braced himself for the usual squashing, but by a bizarre stroke of luck, this piece of metal was somewhat donut-shaped and Waspinator happened to be standing where the hole was. The metal crashed down around him, making him stumble, but otherwise leaving him unharmed.

"Phew...maybe Wazzpinator's luck is chan-" he began before a panel came loose and hit him into the ground. "Or not," he groaned.

* * *

Unknown to anyone, Rainbow Dash's arrival in this world had bigger consequences than simply her being stranded. The rip engine had torn a hole in transwarp space, allowing someone to return. Though 'someone' might not be what most unfamiliar people would call it since it was a floating blue ball of energy. "At long last, I shall have my revenge!" said a rather high-pitched shrieking voice as the energy sphere descended through ancient Earth's atmosphere.

As the energy orb floated down, the first thing it sought out was a body to possess, someone either lacking in strong will or a blank protoform. Blanks did not appear readily, but the energy orb could sense someone with a weak enough mind to easily overshadow.

The orb could remember the last time it had been here...it hadn't ended well. No, there had to be a better host here. Someone much more powerful and not so easily blown up. The orb was so caught up in thinking that it floated straight through a piece of wreckage and into a semi-locked Cybertronian

Waspinator jerked and twitched as his body flashed with energy. When he stopped juddering, he looked at himself and said with the shrill voice, "Not this pathetic insect again! I couldn't have landed in someone who isn't blasted out of a fight every day? I am not going to have my revenge as this puny green bug. I need an upgrade."

A voice only he could hear snapped, "Izz not picnic for Wazzpinator either."

"Oh shut up, bugbrain. Where is your base? I need to give this body a tune-up," snapped the possessor.

"Predacon base gone, Predacons and Maximals all gone. Wazzpinator all alone," whined Waspinator.

"What?! I traveled back to this time just to be stranded here?!" snapped the possessor, "There has to be someone else on this pitiful mudball!"

"Wazzpinator know of one. Spider-Bot sztill on planet," said Waspinator .

"Your scientist? Hmm...well, he's better than no one," said the possessor.

"Wazzpinator not want to go to Spider-Bot," said Waspinator. "Wazzpinator doesn't have a say in the matter," said the possessor mockingly before flying off.

"Wazzpinator should warn, Spider-Bot is missing a few megabytes," said Waspinator desperately .

"Like that stood out among you Predacons," said the possessor.

* * *

Meanwhile, Dash was being guided back to where the remaining Maximals were based. However, not everyone was happy, as a com call was confirmed. "I can't believe you slag heads left me behind in the middle of nowhere. Was it too much to tell me you'd found some half-crazy protoform?"

"Oh, we thought you were already there and back," said Airazor dryly.

"Oh ho, the bird brain does have humor circuitry. So who's the newbie?" said Ramulus sarcastically

"She says her name is Rainbow Dash and apparently she was not a Transformer until today," said Airazor.

"Yup, definitely scrambled in the processor," said Ramulus simply.

"She's very confused right now and she needs to rest and recover," said Tigatron sternly.

"Fine, I'll have some rations out for her when I get back to base. That pod's not a normal one. No beacon from it, not in a language I know. It's encrypted to the sky...and not Cybertronian..." said Ramulus before his voice lost all its sarcasm, "Be careful, if she came out that pod I don't think she came from the ship...either of them."

"Unless you mean the ship that attacked Ponyville," said Dash.

"What kind of colony is called 'Ponyville'?" asked Ramulus's voice.

"We'll explain more when you get back to the base," said Tigatron before closing the com channel.

* * *

The base of the Maximals was a far cry from their old ship though it had received a couple of upgrades in the way of defenses. The Ark was still a top priority to be guarded which made the remaining Maximals grateful that Optimus's crew had left the Axalon bridge to help with defenses.

Dash however was getting a few suspicious looks, especially from Ramulus. Dash was expecting from Ramulus's tone that he was something vicious and bloodthirsty like a wolverine, but an ornery goat made as much sense. Of course, much of her attention was drawn towards the largest of the Maximals: Primal Prime.

"Big," she managed, looking up at the Prime.

"Is this the protoform you found?" he asked in a stern, but kind voice.

"Well, she's basically a protoform," said Airazor, "But she has no onboard computer, no personal weapons. It's a bit of a surprise that she has flight capabilities."

"And Ramulus tells me the pod had no-Cybertron modifications," said Primal thoughtfully, before looking at her, "Do you have a name, young one?"

"Rainbow Dash, top flyer in Ponyville and Cloudsdale," said Dash proudly.

"Did they mention she's absolutely fragged in the head? Because she is," said Ramulus.

"Hmm...take her to the medical bay and have her checked out...and get her some energon. She looks half-offline with hunger," said Primal calmly.

"Oh, just a few oats will be fine," said Dash.

There was an awkward silence at that before Tigatron said, "Let's get you checked out first, Miss Dash."

* * *

Dash got a bit nervous with the CR chamber. Pegasi don't like confined spaces and the CR chamber looked pretty cramped.

"What the spark's your problem? It's just a medical scanner," snapped Ramulus .

"It's a very small, dark space," said Dash.

"So? I bet your stasis pod was even smaller," said Airazor.

I know how to deal with this," said Ramulus calmly, before walking forward and pushing her into the pod, slamming it shut. "Now grow up," he snapped, setting the scanner running.

"I can see why your specialty isn't nursing," said Airazor dryly.

"You don't have time to be a nursemaid when you're at war. Oh wait, I forgot, we missed the war," said Ramulus sarcastically.

"Scanning...no physical damage detected in all quadrants. No circuit damage...no software damage," said the medical computer calmly.

"How could her datatrax not be damaged?" asked Tigatron.

"Maybe someone planted the wrong stuff in her head," said Ramulus, "Blanked her programming and filled with a bunch of nonsense."

"Why would anyone go to trouble of doing that?" asked Airazor.

"No indication of data tampering...do you wish for a deep scan?" asked the computer .

"Might as well," said Airazor.

"Scanning...anomaly detected in spark. Unknown technology. Unidentifiable energy signature detected," said the computer, the holoview of dash's body suddenly zooming in on her chest where a glowing red dot pulsed.

"Well, that is strange," said Tigatron, "It doesn't look like any spark I've seen before."

"Maybe she really was an organic that got transferred into a Cybertronian body. There is precedence for that," said Airazor.

"Yeah, and don't those records indicate that the fleshy that transferred went berserk after a while?" asked Ramulus.

"I think it was the fault of the body that was used, not the transfer itself," said Airazor.

"Confirmed...if this procedure was applied, it has been refined. No mental corruption detected," said the computer .

"But who'd want to put a horse in a robot body, even if it is a talking horse?" asked Ramulus.

"The unknown energy signature...maybe they wanted it?" wondered Airazor .

"Well, doesn't matter much now. She's stuck on this mudball for next couple millennia just like us," said Ramulus.

"What?" said a muffled voice from inside the pod.

"Well, her audio receptors work fine at least," said Ramulus

Tigatron walked over and opened up the CR chamber which Dash scrambled out of. "You guys are super-advanced alien robots and you don't have a way off this planet?" asked Dash.

"Primal and his crew took the only ride and left everyone else to rust here," said Ramulus.

"But Primal's over there," said Dash, pointing outside.

"Not Primal Prime. Optimus Primal," said Ramulus, "They packed up Megatron and left us to wait out the eras."

"Ramulus, everyone was either dead or in stasis pods," said Tigatron.

"And why couldn't he have picked up the pods? Did he expect the Maximal Council to send a clean-up crew after they've had their parades and parties?" snapped Ramulus.

"Ramulus..." began Tigatron, only for Ramulus to continue "Face facts: he left us here to rust."

"The Autobot shuttle could only hold so many," said Primal Prime, walking over to the Axalon bridge, "The only living active survivor here was Waspinator. They had good reason to not be able to carry everyone back."

"Oh, sure, leave Waspinator behind to be king of the proto-humans. That's not gonna lead to any disasters," said Ramulus sarcastically. There was a long pause before Ramulus said, "Ok, admittedly, Waspinator couldn't cause a disaster to anyone but himself. But still, did he expect the stasis pods to be fossilized with everything else?"

"So what would you have done, Ramulus?" asked Tigatron calmly.

"Yes, how would have you been able to take back so many stasis pods with just one shuttle?" asked Airazor.

Ramulus glared before saying, "I would have tried to think of something."

"Optimus wouldn't have forgotten the pods. He would have had the Elders send a ship to pick them all up. And probably arrest Waspinator," said Airazor, "But the Vok promised that we can get a ride home once Tarantulas has stopped."

"Yeah, I don't think I can put my fate in the hands of an aliens species that have tried to wipe us out repeatedly," said Ramulus.

There was a pause at that before Dash said, "Where exactly have I ended up and gotten myself into?"

* * *

It took a while for the Predacons to realize that Tarantulas's head and body have been polarized. It took even longer form to depolarize them and get the spider's head back on. "Right then, let's see if this pod brought us anything useful," said Tarantulas.

The pod itself looked similar to a stasis pod, though its systems had been stripped to more resemble an organic escape pod. Just grips and magnetic locks...oh, and more booby traps, this time luckily avoided.

"The engine is gone," said Ravage finally, "The pod can be fixed up, but without engine, it flies nowhere."

"The explosion...plus this pod's engine would hardly get it into orbit," said Tarantulas thoughtfully, checking the software for any schematics. The software was guarded, but Tarantulas was an experienced hacker. "Human technology. I might have guessed," said Tarantulas.

Finally the schematics appeared, though Tarantulas noticed that some data was purposely missing. There was enough to show the basic schematic but nothing that would allow a rebuild.

"What we need is way to contact Tripredicus Council," said Ravage.

"The problem with that is that we don't have the ability to send a message forward through time to them," said Tarantulas.

Iguanus, though, seemed thoughtful before finally saying, "Why not use a time capsule?"

Ravage and Tarantulas gave him a look like he was crazy. "A time capsule. We're supposed to put our fates in little bottle and hope the right 'Cons pick it up in several thousand years?" asked Ravage like Iguanus was crazy.

"You have a better idea? We know that our people will be along in the future," said Iguanus .

"He might be onto something," said Tarantulas, "We'll just upload a subliminal message into Teletrann-1 so that one of our Decepticon ancestors will eventually pass down the message unknowingly to send another transwarp-capable ship to our time."

"Teletraan-1?" asked Ravage dubiously.

"What else in this era is known to have lasted that far into the future and carry our message reliably?" asked Tarantulas.

"Better than nothing," muttered Ravage .

"Yeah, but with those Maximals guarding the Ark, getting to Teletraan-1 won't be easy," said Iguanus.

"Perhaps I can help with that," said a shrill voice. The three of them turned to see Waspinator standing there with an unusually heroic pose.

"What's with your voice?" asked Iguanus.

But Ravage just snarled and growled, "Starscream."

"Ravage, the centuries have been good to you," said 'Waspinator'.

"Oh, no, not again," mumbled Tarantulas .

"Yes, I am not fond of the body I ended up in, but at least there's enough room up here for me," said Starscream as he tapped Waspinator's head.

"It's not like you needed much space," said Ravage coldly.

"So who's this Starscream guy and why is he in Waspinator?" asked Iguanus.

"I'm disappointed your history classes don't cover me," said Starscream.

"There are some things that are better left forgotten...like backstabbing traitors," said Ravage .

"Always the loyal lap cat," said Starscream mockingly. Ravage responded by pointing his blaster at the possessed ex-Predacon. "You shoot me and it only hurts Waspinator," said Starscream.

"Waspinator gets shot all the time," said Ravage.

"Wait, he might be useful to us," said Tarantulas.

Ravage turned to look at Tarantulas. "With respect, sir. Are you glitched? Starscream will betray us at the first opportunity."

"What's to gain from betraying us?" asked Tarantulas, "We're on a primitive world with no way to travel off of it and limited resources. Starscream would just be king of the cave people and he'll run out of energon long before he can make any useful changes to history."

"He'll probably do it out of habit. You CANNOT trust him," snapped Ravage .

"Do you think you can storm the Maximal base?" asked Tarantulas.

"You have power of Vok and Matrix of Leadership, you should be doing storming," said Ravage.

"If I keep using it, it'll run out," said Tarantulas, "And the Matrix is a useless bauble unless it's in the 'right hands'."

Iguanus muttered "If that's the case, why did we steal it?" before everyone snapped "Shut up."

"And you think that Starscream-possessed Waspinator can break through Maximal defenses?" asked Ravage.

"Not as I currently am," said Starscream, "This body needs an upgrade."

"Does Waspinator approve?" asked Ravage.

Starscream tilted Waspinator's head for a moment before saying, "He says no, but no here cares slag about what he says, right?"

There was a pause before everyone nodded. "Nope..." said Tarantulas .

"And how are we supposed to upgrade Waspinator? We don't have tools for this," said Ravage.

"I think I have what we need," said Tarantulas.

"Like what?" said Ravage suspiciously.

"Follow me, gentlemen," said Tarantulas before changing his spider mode, extending his wheels, and driving off.

"You're probably going to die," said Ravage to Starscream before pausing, suddenly grinning grabbing him and pulling him along. "Cannot keep the doctor waiting," he sneered.

"Oh sure, leave the new guy out of everything," grumbled Iguanus as he followed after them.

* * *

Starscream's smug thoughts went up until they arrived in Taratulas's lab...and his smile vanished at warp speed as he saw some of the equipment. "Szztill think thizzz izz good idea?" said Waspinator nervously in his head.

"Hey, it's your body that'll be feeling the pain," said Starscream. All Starscream heard was some smug sniggering. "Erm...can you shut down the pain receptors?" he asked nervously.

"Transmetalization will be reworking every nuance of Waspinator's body, so shutting them down will be pointless," said Tarantulas.

"Transmetalization? But Primal Prime still has Transmetal driver," said Ravage.

"There's more than one way to cause Transmetalization, like a quantum surge," said Tarantulas.

"Like that could be bottled up and stored," scoffed Ravage.

"No, but it can be replicated," said Tarantulas.

Starscream gulped. "So...when do we start?" he asked before almost running for it when Tarantulas turned, holding some of the nastiest looking devices he'd ever seen.

Ravage calmly grabbed Waspinator's abdomen as Starscream ran by. "Don't be so nervous, this is science," said Tarantulas before letting out his trademark maniacal cackle.

"I should have stayed in limbo," whimpered Starscream.

* * *

Meanwhile, a few minutes' walk from the Maximal base, the Mutants were having...well, one of those days. Pinkie might be a kind and cheerful personality who excelled at making people smile, she sadly sucked at detecting when she was driving people bananas.

"There are days I wish we left her to Rampage," grumbled Poison Bite, "She's not even one of us. She's still a Fuzor."

"Oh like you don't miss being a Fuzor, even if you were practically a copy of Quickstrike," said Icebird.

"Says the bot who used to resemble Silverbolt," retorted Poison Bite.

"Aw...turn those frowns upside down, everypony," said Pinkie, suddenly between the two, causing them to jump.

"We are not ponies!" snapped Dinobite, "None of us are even close to horses. The only one who's vaguely like you is Leatherhide!"

"Comparison: unfavorable," said Leatherhide in an annoyed tone.

"Doesn't mean you can't smile-yeyeyeyeyeye!" said Pinkie, the last part as Dinobite shook her, yelling "DON'T YOU EVER SHUT UP?!"

"Enough Dinobite," said Icebird, "She may still be a Fuzor, but she's still a part of our group."

"Like how a wart's still a part of you until it's removed," grumbled Dinobite as he dropped Pinkie.

"We're getting too far out of our territory," said Poison Bite, "We ought to be heading back."

Pinkie, whose optics were spinning, said, "But we're almost there."

"How would you even know?" asked Poison Bite.

Pinkie smiled happily, "Because I can see it from here."

The others looked to see the huge metal doors. "The Maximal base? That's where we were headed for?" asked Dinobite.

"My friend's in there," said Pinkie in a creepily distant voice, her eyes going red, "You're not going to stop me finding her, are you?"

The Mutants quickly drew back from her. They remembered when she was Sparkbreaker under Rampage's influence and her Fuzor form was considerably more dangerous. "Of course not," said Icebird, "It's just that the Maximals might not be welcoming to our kind."

Pinkie was immediately back to normal. "Oh, all you gotta do is try to say hi," she said, hopping out, Dinobite saying "Is it wrong that I'm rooting for the defense guns?"

"Defense gun: unresponsive," observed Leatherhide.

On cue, several blasts shot out...just as Pinkie hopped to the side. She didn't even notice the miss...or the second one. "It's not fair. The one day nobody calibrated the targeting optics at that base," moaned Dinobite .

"Dinobite, she's not our enemy," said Icebird sternly.

"No...but she's a pain in my servos," snapped Dinobite before the guns fell silent.

"Come on, silly fillies. It's perfectly fine," called Pinkie, Dinobite getting a deadpan look before gently hitting his head with a rock .

"Guys, I rang the doorbell, come on in!" called Pinkie.

"Doorbell? The Maximals have a doorbell?" asked Poison Bite.

"Doorbell: unlikely. Defense controls: probable," said Leatherhide.

"But why would she think the doorbell would be inside...never mind. I'd rather not try and get inside that ponygator's head," said Poison Bite.

"Oh, you certainly don't want that," said Icebird.

"Agreed. Let's just get her friend...and then dump them both somewhere if her friend turns out to be as crazy," said Dinobite icily.

"No, the universe cannot possibly contain more than one individual like Pinkie," said Icebird, he and the other Mutants shuddering at the mere thought of it.

The trio reached Pinkie who said cheerfully, "Oh...and I found some Maximals too."

Dinobite facepawed as several of the Maximal crew aimed round the corner. "I told you we should have left her," he moaned

"Alright, change to robot mode and show us your insignias," said Ramulus.

"We don't have robot modes or insignias," said Icebird, changing from bear mode to owl mode to illustrate his point.

"Is Dashie here?" asked Pinkie, before the blaster in her face even penetrated her obliviousness to danger. "Only asking," she said quickly .

"Who and what are you?" asked Tigatron.

"Another horse bot...of a sort," said Airazor, noting Pinkie's alligator-based jaw, underbelly, front legs, and tail.

Pinkie smiled happily in the hope this would improve things...sadly when you have alligator fangs for your lower jaw, this doesn't work so well.

"Hey, I know that voice, move over!" called a familiar voice before Rainbow Dash in her pony mode walked out.

"Pinkie Pie?" asked Dash, rather surprised her friend's larger hybrid form.

The Maximals looked at each other before one of them said gruffly, "You know this one?"

"Of course we know each other," said Pinkie happily, "We're BFFs! Dashie, I'm so happy to see you. I ended up lost in a swamp and I got attacked by a giant wasp and a killer crab but then I made a bunch of new friends." She indicated the Mutants who were giving Dash an odd look.

The wolverine one said, "Please tell me you're sane."

"How long have you hanged out with Pinkie?" asked Dash.

"Too long," grumbled the scorpion.

"Don't worry, she's the only one of us who's so..." Dash fumbled for the right inoffensive word.

"Insane?" said the wolverine bluntly.

"I was gonna say something like 'springy', but I guess that's one way to say it," said Dash.

Pinkie immediately hugged Dash. "You're ok. The big meanies didn't get you." as the Maximals glared at the also glaring Mutants.

"I suppose...we should thank you for bringing our companion's friend here," said Tigatron finally.

"We're happy to get rid of her," said the wolverine only for the owl to smack him.

"I suppose Pinkie will want to stay with her friend," said the owl.

"Hey, you guys can all stay," said Pinkie, "There's plenty of room."

"Sure, what's one speck of land on a primitive mudball matter when we're all stranded here anyways?" asked Ramulus grumpily.

"What do you mean 'stranded'?" asked the scorpion.

"I mean that Optimus and his crew left us all here to rust while they went back to Cybertron," said Ramulus.

"They took the shuttle from the Ark. There was no room for us all," said Tigatron, glaring slightly at Ramulus .

"And now we're all stuck babysitting history because that stupid spider didn't bite the dust when he was supposed to," grumbled Ramulus.

"What spider?" asked Dash and Pinkie in unison.

"Tarantulas, the spawn of Unicron that stole the Matrix of Leadership," said Tigatron darkly.

"I don't think he's literally Unicron's spawn," said Airazor.

"Oh, oh, oh...is he really tiny?" said Pinkie before Dash plugged her mouth.

"Ok...so there's just one of him. Why not go kick his flank?"

"Because he has other Predacons plus the power of the Vok," said Tigatron.

"Yeah, not like we have a super strong warrior on our team. Oh, wait, I forgot Primal Prime is supposed to be that. It's pretty easy to forget considering how Tarantulas swiped the Matrix from him," said Ramulus. There was some universal glares at that. "Ok, too far, let's just tell him that the Mutants are staying overnight," Ramulus snapped.

Unknown to the Maximals and Mutants, someone else was watching this meeting, a very large biomechanical toad that was hiding nearby. "Hmm...I better tell the boss about this," said the toad before he started hopping off.

* * *

Tarantulas looked at the toad. "Spittor, let me get this straight: you sighted two new protoforms...and the Mutants and Maximals all together?" he said.

"Yeah, they're all at the Maximal base," said Spittor, "The Mutants will probably be moving in with them now. Maybe. I'm not sure they're happy to be there."

Starscream's voice said, "Oh, how nice, wouldn't it be sad if they fell out."

The two Predacons turned to look at Starscream who was wearing Waspinator's newly-Transmetalized body. In several ways, his body was the same as before, save that his coloration was now mainly black, red, and gold with blue wings. But there were some noticeable differences like where the beast mode legs were now placed and what appeared to be a nosecone extending down from the beast mode head's mandibles.

"What happened to the wasp? He sounds like that idiot, Starscream," said Spittor bluntly.

"I am Starscream, you witless toad!" snapped Starscream.

"Yeah, right," said Spittor smugly, "That idiot's deactivated. Everyone knows...that…" before seeing everyone else's expressions, "Oh, you got to be joking."

"Starscream's spark is inhabiting Waspinator's body," explained Tarantulas, "His modification will be instrumental in clearing out the Maximal base."

"So, when does he plan to betray us?" said Spittor.

"Oh it'll be- Hey! Is it so hard to believe that I'm trying to be a team player?" asked Starscream.

There was a universal "Yes." from everyone present.

"We do not need him," said Ravage, "We can eliminate Maximals by ourselves."

"The Maximals, maybe, but the Mutants are another story," said Starscream, "You will need me or do you think you can cause them to fall apart from within?"

"I do not need to be inside them to make them fall apart," snapped Ravage .

"Once again, Ravage, you fail to see the usefulness of subterfuge," said Starscream, "Their morale is incredibly low and they do not have high faith in their so-called leader. All it takes is a few choice words and they'll be quitting their team."

"Ok...and how will you get close without being blown to pieces? As fun as that would be to witness...again," said Ravage smugly .

"Oh, I'm sure they can take pity on a wounded outcast Waspinator," said Starscream smugly.

"Good luck with that," said Iguanus.

"I don't need luck. I have experience," said Starscream before changing into Waspinator's new beast mode and flying off.

"I bet he gets shot down before he even has time to talk," said Iguanus.

"Bet you ten energon rations he doesn't even say 'I' from 'I surrender'," said Spittor, Ravage finally saying "I'll take that bet."

* * *

Primal Prime was a quite sizable robot, towering over all the others and had a very bold coloration of red, blue, and silver. Despite this, he acted quite courteous to the new guests. "I was unaware that your tribe has existed so far out in the wilderness. Still, I offer you what hospitality we have to offer," said Primal.

"Your offer is appreciated, but we have long since learned to cope without the need of technology," said Icebird a little coolly.

"It ain't right for a bot to go so organic," muttered Ramulus.

"Well, we didn't have much of a say in the matter," said Poison Bite.

"I still owe Megatron a good slashing for experimenting on us," growled Dinobite.

"Megatron's gone. Optimus's team took him back to Cybertron," said Ramulus.

"Yes, yes, we already heard about that," said Icebird, "And the only Predacons left is Tarantulas's group."

"Hey, is Rampage still about?" asked Pinkie.

"Fortunately no," said Tigatron, "He was destroyed during his final battle with Depth Charge."

"Aw, that's too bad," said Pinkie.

"'Too bad'? Didn't you forget that giant crab tried to kill us?" asked Dinobite incredulously.

"But I bet he didn't always wanted to be a bad guy. I bet I could have talked him around to being a good friend if I had the chance," said Pinkie happily.

The Maximals and Mutants gave Pinkie a very odd look before Ramulus asked Dinobite, "Is she always this weird?"

"Only when she's awake," said Dinobite dryly.

"So why is Pinkie look like she's part alligator?" asked Dash.

"I'm not sure. I arrived here looking like you at first, but then I got some kinda upgrade," said Pinkie.

"It might be a by-product of your consciousness transfer," said Airazor, "I bet the CR chamber will reveal more."

"This still doesn't change much," said Ramulus.

"It could change a lot," said Primal Prime, "Now we outnumber the Predacons. We can finally take back the Matrix of Leadership-"

"And then what?" asked Ramulus, "We arrest Tarantulas and his 'Cons and hand them over to the Council? Unless the Vok have built a space bridge into you, we're still not going anywhere."

"Will you just let it go already?" asked Airazor.

"Since there's not really anything else to talk about-" started Ramulus before an alarm went off.

"We've got an incoming bogey," said Tigatron before checking the computer, "And it's airborne."

"Wait, none of Tarantulas's 'Cons can fly, right?" asked Airazor.

"He must have unearthed another stasis pod," said Tigatron.

"Predacon or not, we must investigate," said Primal Prime before converting into a sort of jet-like aircraft. Airazor and Tigatron followed suit by switching into their transport modes.

"I can help too," said Dash before activating her little jetpack.

"It think it would be safer if you wait here and figure out the limits of your new body," said Prime, "Ramulus, start scanning while we're gone and see what you can learn about our new friends." With that, the three flyers took off.

"Oh sure, just because I'm the only one of them who can't fly means I have to do the grunt work," grumbled Ramulus, "Ok, let's get this over with. You, Pinky, get in the CR chamber."

"Actually, it's Pinkie, easy mistake," said Pinkie before hopping over.

"Ugh, that one's gonna grind my circuits to bits," said Ramulus.

"We have much in common," said Dinobite.

* * *

The Maximal flyers flew straight towards where the aerial bogey was. Unsurprisingly, they were getting close to Predacon territory. "Be alert. We don't know what this new Predacon could be capable of," said Primal Prime.

"I'm wondering what sort of beast mode it will have," said Tigatron.

"Whatever kind of bug or reptile it might be, it won't stand a chance against me," said Airazor, "Nobody can fly better than a bird." There was an awkward pause as her male companion gave her somewhat annoyed looks. "Er, not that you two aren't quite capable of flying yourselves."

"I spy our quarry," said Tigatron, "It's heading towards us."

"We better get ready," said Primal Prime, he and Airazor changing to robot mode.

Tigatron remained in beast mode as his flight capabilities didn't transfer to his robot mode. "That's strange, it looks like a jet," said Tigatron.

"It must be a new Transmetal," said Airazor.

The bogey soon became more easily visible. From a distance, it really did look like a jet. But as it got closer, they could see that it more specifically resembled an F-15 Eagle, but the details on it were definitely not avian. "It can't be," said Tigatron in disbelief.

As the aircraft was about to come in contact with them, it suddenly shifted in shape. The wings detached from the sides and unfolded while the tailfins flipped forward to form another set of wings for a completely different type of flight. Legs unfolded from the underside while the nosecone flipped back under the mandibles. The flyer had slowed down as it approached until a large Transmetal wasp was hovering in front of them.

"No shooting pleazze. Wazzpinator comez in peace," said the wasp in an incredibly familiar tone.

"Waspinator? What are you doing here?" asked Primal Prime.

"And why are you a Transmetal."

"It wazz Spider-bot's fault. He found Wazzpinator and experimented on him. He tried to change Wazzpinator into a mindless drone, but Wazzpinator got away with a new shiny chassis," said Waspinator.

"So why did you come here?" asked Primal Prime.

"Wazzpinator doez not want to be alone, but the other Predaconz are not good company. Wazzpinator wantz to stay with the Maximalz, if Primal doez not mind," said Waspinator.

"Why should we let him in our base?" asked Airazor.

"It could be a Predacon trick," said Tigatron before thinking about what he said and adding, "Well, not a very great trick if they've sent Waspinator."

"Have you come to defect?" asked Primal Prime.

"Wazzpinator not taking sidez. Wazzpinator is a neutral bot," said Waspinator.

"You're not going to bring him back just because of that," said Airazor.

"Have you information about the Predacon base?" asked Primal.

"Yezz, Wazzpinator can give a lot of data about their base," said Waspinator.

"Well, we'll see if you have anything useful," said Primal, "But any attempt to shoot us in the back and you'll be swatted."

"Wazzpinator promisez to be on hiz behavior," said Waspinator, almost too serenely to be believed.

Tigatron and Airazor exchanged a single look, but they didn't protest. The Maximals turned and started flying back to their base with the guest following after them.

* * *

The other Maximals weren't very impressed with their new guest, but they were hardly intimidated by him. "Are we really hurting so badly for new guys that we're willing to bring in this loser?" asked Ramulus.

"Wazzpinator not lozer," said Waspinator, "Waspinator Transmetal now."

"Like that's supposed to be reassuring," said Ramulus dismissively.

"Either way, Waspinator may have insight on how to storm Tarantulas's base and he may be able to provide additional firepower so that we can finally defeat the Predacons," said Primal Prime, "I need to recharge for a while. You all try and get your teamwork together. The final battle is not that far away." With that, the Maximal leader walked off.

"So much for the 'Wisdom of the Primes'," said Ramulus.

"Why doez Goat-bot take orders from Ape-bot?" asked Waspinator.

"I ask myself that question quite a lot," said Ramulus, "But I guess it's cause he's a Prime or something."

"Can't be good Prime if he lost Matrix," said Waspinator.

"Well, he was pretty much born a couple of weeks ago," said Ramulus, "Those Vok must have been really desperate to cobble him together. But at least we get to bash Predacons every other day."

"Why bother bashing Predaconz? What are we fighting for now?" asked Waspinator.

"The Matrix and protecting the Ark," said Tigatron, "It is our sworn duty to preserve history."

"Iz it? When did Tiger-bot swear to protect anything? Why wazte time on ancient Earth?" asked Waspinator.

"Even if we did have a way off, we can't just leave the Predacons running loose. They need to be brought back to Cybertron and tried before the High Council," said Airazor.

"Maximal Council not big deal. Maximal Council would have sent rescue ship by now," said Waspinator.

"I'm sure Optimus will send back a ship-" started Tigatron.

"Why Optimus send back ship? He thinkz Wazzpinator last bot on planet. He thinkz everybody else iz offline or scrap. Optimus iz no great bot."

"Optimus was a great leader!" snapped Airazor, getting riled up by the bug's words.

"If Optimus waz great leader, why did he never look for you?" asked Waspinator.

"Because Tigerhawk had fallen in battle," said Tigatron.

"Not that. Tiger-bot and Bird-bot abducted by aliens but Maximalz never looked for you. Thought you were gone for good."

"They…they couldn't have done anything even if they knew what happened," said Tigatron uncertainly.

"They could have at least tried," said Waspinator, "Wazzpinator thinks he'll look around new base." With that, he walked off.

"We can't just leave him by himself," said Airazor.

"Why not? The bug makes a few good points," said Ramulus, "Why should we be risking our Sparks for bots who abandon us? We ought to be figuring a way off this rock instead of wasting time on the spider."

"You can't seriously be suggesting we turn our backs on the Matrix and the Ark," said Tigatron, "Tarantulas won't rest until the Ark is destroyed and that will take all of us with it."

"Perhaps if our 'great ape' was half the leader he was supposed to be, Tarantulas would have been squashed by now," said Ramulus.

"That's treason you're talking about," growled Tigatron.

"No, it's reason, you two just don't want to listen to it," said Ramulus before the three Maximals start arguing.

* * *

The Mutants were preferring to stay outside of the base. They've spent so long in the wilds that being around technology was…discomforting for them.

"Ok, now that we've found Pinkie's friend for her, can we go?" asked Dinobite.

"Doesn't Tarantulas possessing the Matrix of Leadership not concern you?" asked Icebird.

"Who cares? That's the problem for Maximals," said Poison Bite.

"In case you've forgotten, we were originally made from Maximal protoforms," said Icebird, "What affects their history affects ours."

"I say that the Maximals can handle it on their own," said Dinobite.

"Wazzpinator agreez," said a familiar voice before Waspinator flew down to them.

"Oh great, him again," said Poison Bite.

"Anomaly: noted. Waspinator's appearance: altered," said Leatherhide.

"Spider-bot upgraded Wazzpinator. Wazzpinator thinkz thiz iz good look," said Waspinator.

"Goody for you," said Poison Bite dryly, "Bet that wasn't fully voluntary."

"No more voluntary than Megatron 'upgrading' you," said Waspinator.

This immediately made the Mutants growl and Icebird said in a cold tone, "If you have a point to make, make it quick."

"Wazzpinator knowz you've had it bad. Megatron experiment on you, takes robot modes, and where were Maximalz during all that?"

There was a pause before Icebird said, "Fighting their Beast Wars."

"Yezz, but did they ever try to find you during that? Did they even try to look after that? Maximalz never cared to look for more stasis pods, not after Bird-bot was found. They only cared about Crab-bot's pod becauze he waz big trouble. Predaconz only ones who looked for pods, Maximalz let them take them. Maximalz left you to Megatron's mercy and never looked for you afterwards. So why help them out? Mutants should only care about Mutants," said Waspinator.

There was a long pause before Dinobite said, "I'd never thought I'd say this, but that bug has the right idea. We don't need those Maximals. We don't need to help them out. This is their problem, let them take care of it."

"Aren't you forgetting that Tarantulas threatens our very existence by holding the Matrix?" asked Icebird.

"Maybe non-existence is better than this," said Poison Bite, "Maybe we might get lucky and the new timeline will have us existing as proper robots instead of freaks abandoned in the wilderness."

"Scenario: unlikely. Cessation of existence: most probable. Cooperation: advisable," said Leatherhide.

"We don't need those stinkin' Maximals for anything!" snapped Dinobite, "What have they ever done for us? If their big leader is clumsy enough to lose his precious Matrix, it's his fault, not ours!"

"You are refusing to look at the big picture!" snapped Icebird, "If the Matrix is not returned, the entire Cybertronian race could be wiped out!"

"Slag the Cybertronian race and slag you!" screamed Dinobite before lunging at him. The other two Mutants quickly moved in to separate the two. None of them noticed that Waspinator had flown off, looking particularly pleased with himself.

* * *

Meanwhile, Primal Prime was trying to use Teletraan-1 to devise a feasible battle strategy to take down Tarantulas and his Predacons. The possible results he was getting was less than assuring. Primal Prime before locking at the stasis-locked form of Optimus Prime. "How did you do it?" he asked, "Was fighting the Decepticons on Cybertron easier than this?"

"Watcha doing?" Primal Prime looked down to see Rainbow Dash.

"I've been trying to think of a strategy to defeat the Predacons. I'm not having any luck so far," said Prime.

"Maybe I could help," said Dash, "I know a bit about strategy and stuff."

"This might be a complicated for a species that has never known war before, not the kind of war we Cybertronians have waged," said Prime.

"You look like you could use any help you can get anyways," said Dash.

Prime sighed and said, "To be honest with you, Dash, I'm not sure I'm fit to be leading this team. Everything I know is literally secondhand. The Vok gave me the knowledge of past Autobot and Maximal leaders, but I don't have the wisdom to use that, not without the Matrix. And the power boost the Vok has granted me to replace the Matrix doesn't seem to be effective."

"There's no shame in asking for help," said Dash.

"But my troops, I can tell they're losing faith," said Prime, "They're doubting my abilities as a leader and don't believe in our cause very strongly, and I can't blame them. Maybe the Vok were wrong to create me if I can lead my team out of a dilemma like this."

"Listen, there's always gonna be somebody doubting what you can do, but if you're going to make them believe in you, you have to believe in yourself first," said Dash, "And you need to be more than a leader for these guys, you need to be their friend. I think that will get you more loyalty than just being their commander."

Primal Prime gave Rainbow Dash a thoughtful look and said, "You are far wiser than you let on."

"Well, I'm not as smart as Twilight but…" Dash trailed off when she noticed something. "Why is that bot glowing?" she asked, pointing at one of the prone Cybertronians.

Primal Prime looked where she was pointing and noticed that there was a light coming out from one of the Cybertronians lying on his front, a red, grey, and blue bot with wings on his shoulders and thrusters on his heels. "It can't be," said Primal Prime before walking over and lifting up the bot just enough to look at his face. "Starscream," he said, noticing the cockpit on the bot's chest was glowing.

"Who?" asked Rainbow Dash.

"One of the first Decepticons, the original Megatron's second-in-command," said Primal Prime as he put the Seeker down, "He was a capable fighter, but best known for being a compulsive traitor, always seeking to usurp Megatron when the smallest opportunity presented itself."

"So why would he be glowing?" asked Dash.

"I'm not sure," said Prime, "I'm presuming that's his spark and it's reacting to something. Starscream has a very aberrational Spark, inextinguishable and capable of surviving and moving without a body. Of course, without a body, Starscream would be a mere ghost and unable to interact with the world unless he possessed someone."

"So what's it reacting to?" asked Dash.

"I don't know," said Prime, "Perhaps Teletraan-1 could-"

Just then, Pinkie ran in and yelled, "There's big trouble out there!"

"Are the Predacons attacking?" asked Prime.

"Worse, everybody's fighting," said Pinkie, "The Mutants are trying to tear each other up and the other guys are just about ready to shoot each other."

"Ok, I know they were on edge, but why are they acting up now?" asked Dash.

"Because Waspinator was going around and talking to them. He didn't notice me because I was gator-stealthy," said Pinkie.

"Waspinator? Incite them to attack each other?" asked Prime dubiously, "He barely has the processing power to follow one of Megatron's most basic commands, let alone manipulate everyone to…" Prime trailed off before looking back at Starscream. "Of course, how could I have not seen this coming?"

"Seen what?" asked Dash.

"Starscream has been to this planet before and not just in the Ark," said Prime, "His spark somehow managed to find its way back through time and possessed one of the Predacons, Waspinator to be exact."

"You think he's possessing him again?" asked Dash.

"It would make perfect sense," said Prime, "His Transmetal transport mode is near identical to his future jet mode, his enhanced diction and charisma, his playing the others' frustrations against each other. This is just the kind of scheme that he and Tarantulas would have produced to weaken our team."

"Then what are we waiting for? We gotta stop them before they get really hurt," said Pinkie.

* * *

When Primal Prime and the ponies got outside, the scene was, well, not pretty. Ramulus and Tigatron had gone from arguing to fighting with each other in beast, Airazor trying to break the two of them up. The Mutants were in a free-for-all, snapping and clawing at each other their more terrestrial forms. "Everyone, stand down!" ordered Primal Prime.

Ramulus looked over and said a voice dripping with sarcasm, "Well, well, if it isn't our glorious leader. I suppose you have some ancient and useful wisdom for us."

"Ramulus, fighting among each other is not going to help us. It just makes us easier prey for the Predacons," said Prime.

"Who slagging cares about the Predacons?!" snapped Ramulus, "Nobody cares about us! Why should we care about what some spider will do with that dumb bauble? Let it fossilize with him and let's find a way off this stupid planet already!"

"Deserting our mission is not an option," said Prime, "We have to stay and set things right?"

"Why should we listen to some Vok-constructed puppet?" snapped Ramulus, "You're not a real Prime, you're just a cobbled-together copy of someone who just resembled a Prime."

Primal Prime glared and said, "Ramulus, stand down. That's an order."

"And who are you to give orders?" snapped Dinobite, "You don't command anyone here, certainly not us Mutants. We're not about to capitulate just because you made a blunder and are over your heads."

"The Matrix has to be restored," said Icebird.

"And since when do you lead?" snapped Poison Bite, "When did we make you leader? You're no better than King Louie over there."

"I ought to have all your treasonous hides for that insult," snarled Tigatron.

"Tigatron, calm down," said Airazor.

"I've dealt with their bad attitudes long enough. We don't need them to retrieve the Matrix," growled Tigatron.

"And we don't need you to get off this planet," said Ramulus, getting ready to charge at Tigatron.

"STOOOOOOOP!" yelled Rainbow Dash, loudly enough to get everyone to pay attention to her, "Ok, listen, I know you guys have had it rough here, being trapped in a thankless mission."

"You barely know the half of it," said Ramulus, "In fact, you barely know anything about us."

Rainbow Dash sighed and said, "I might not be a Maximal or whatever, but I do enough about something. You have to keep your faith with your cause or no one's going to. If you gave up about getting the Matrix, who will be saving it? Everyone here knows it has to be taken back, even if they don't want to be the one to do it. You all wanna go home, I do too. But this mission is more important than that because if no one does it, there will be no home to go to."

There was a long pause before Dinobite said, "Waspinator was right about one thing, though. It's not our fight."

"It is your fight, because you are one of us," said Primal Prime, "You might not want to live among Cybertronians, but Cybertron is still where you come from. We all suffer if the Matrix is not recovered. Besides, Waspinator only told you that so we'd be fractured from within."

"Come to think of it, the bug was a bit too observant about our problems," said Ramulus, "I thought he was just a buzzing nincompoop."

"That's because Waspinator isn't truly Waspinator. His shell has been hijacked by-" A rifle shot cut off Primal Prime and soon became obvious where the shot was aimed at. A large stinger was lodged in Prime's left pectoral and a nasty green liquid was leaking from the crack it made in his armor plating. Primal Prime stared at it in shock for a moment before his optics dimmed and he fell backwards.

Everyone looked up to see Waspinator standing on top of a nearby ledge, loading another stinger into his gun. "You're smarter than I had expected you to be," said Waspinator, speaking with a completely different voice that was shrill and sounded metallic.

"I know that voice," said Tigatron, "That's Starscream. How could I have not noticed?"

"You were easily distracted by your bickering, but not distracted enough," said Starscream.

"You're going to pay for offlining Primal!" snapped Airazor.

"Oh, he's not offline yet," said Starscream, "That stinger was loaded with enough cyber-venom to snuff out any of you. But with a big bot like him, it'll just be a slow, painful death. And if you want the anti-venom, you're going to follow my demands to the letter."

"I say we should just scrap him right now," said Dinobite.

"Oh, yes, do so. That will put your big friend on the road to recovery," said Starscream sarcastically.

"Do you really expect us to submit to your command so easily?" asked Icebird.

"No, I can't rely on any of you not stabbing me in the back once you have the anti-venom. Which is why you're going to be sending your least treacherous bot to negotiate with me," said Starscream.

"Me?" asked Pinkie Pie.

"Slag no. I mean Rainbow Dash. She will meet me at the highest peak in Grid Vespis alone in exactly one mega-cycle or else your boss monkey will perish by sundown," said Starscream before changing into his jet mode and flying off.

Airazor immediately went over to Primal's side and looked at his wound. "It's bad," she said, "That venom is already spreading through his fuel system."

"I say we storm that spider's base and take the antidote from him," said Ramulus.

"Suddenly you want to help our leader?" asked Tigatron.

"I didn't want him dead. I would have dented him up, but not kill him," said Ramulus.

"Well, even if we could attack Tarantulas's base, we might not be able to get the antidote there," said Tigatron, "If he and Starscream are working together, then he would have given him the only sample. Tarantulas would expect us to attack his base for the cure. We have no choice but to follow Starscream's demands."

"You do realize this is Starscream we're talking about, right?" pointed out Poison Bite, "As in the most infamous backstabber in Cybertronian history?" The Maximals gave Poison Bite an odd look. "What? Just because we live out in the wild doesn't mean we don't know about the really important parts of Cybertronian lore."

"Is Starscream really that sneaky?" asked Rainbow Dash.

"I'm not sure if 'sneaky' is Starscream's usual M.O.," said Airazor, "Apparently he jumped on every possible opportunity to seize control of the Decepticons. He even tried taking commands when Megatron lost his voice once. But he is known to a devious schemer and not afraid to play dirty."

"Anything else I should know?" asked Dash.

"He might be a snake in the grass, but he's an ace in the air," said Airazor, "I don't know how well he can fly with Waspinator's body. But since it's Transmetal now and has a jet mode like his, I'd expect him to be a master at flight."

"Well, so am I," said Dash, "I'll get that antidote from him. I'm not letting any of you down." With that, Dash took off.

"Wait, you need to know where Grid Vespis is," said Tigatron.

Dash landed again and said, "Oh, right. Which way do I go?"

* * *

Grid Vespis was a mountainous region with tall rock formations and mountainsides that were honeycombed with tunnels. Starscream hovered around the tallest peak there as he waited. He wasn't afraid of that pathetic little pony-bot. She may have thrown a monkey wrench into the plan about her sickeningly-sappy little speech about loyalty to the cause, but Starscream could blast her out of the sky with one blow.

In the meantime, he had someone he needed to talk to. Activating his comlink, Starscream said, "Tarantulas, we're going to have to with Plan B."

"I had a feeling those Maximals were too closely knit to be driven apart so easily," said Tarantulas.

"Oh, I had those fools at each other's throats. They were a powder keg just waiting to go off. But that stupid blue pony defused them with some stupid garbage about faith and loyalty," said Starscream.

"Speaking of loyalty, how can I be certain you just won't seize control of the Maximals and try to destroy me once Primal is dead?" asked Tarantulas.

"And stay stuck on this mudball watching those apes try to invent the wheel? I want off of this planet too. Though I'd prefer to not be wiped out with the others once you have the Ark," said Starscream.

"Whatever could you mean by that?" asked Tarantulas coyly.

"I've been able to pick through bug boy's brain. You tried to destroy the whole Ark with all bots onboard and there's only one possible reason for that. You're not descended from any of the Autobots or Decepticons that were aboard the Ark or any of the Transformers that were built by them, so you would have been spared from the time-storm and be able to take Cybertron for yourself!"

"You're sharper than the history records lead you to believe," said Tarantulas, "But I must confess it wasn't all my brilliance. The Tripredacus Council also share my lineage."

"So, who were your ancestors anyways? Shockwave's experiments? Those skittering Insecticons? The Cybertronian Empire?" asked Starscream.

"I don't see why I should tell you, since you're about to go against my plan," said Tarantulas.

"Go against it? No, I just want a piece of the energon pie," said Starscream, "You can destroy Megatron, his followers, and all the Autobots. But leave my past self alone, and maybe some of my fellow Seekers. Once the Ark is reactivated in 1984, I shall seize command and conquer Earth. The Cybertron I will be returning to shall be ruled by your kind and with our combined resources, we conquer the universe!"

"Your vision is as grandiose as they say it is. Yes, this alliance will work well to our mutual advantage. Very well, your past self shall be spared from the others' fate as well as the hand-picked followers you want. With the Matrix in my possession and Maximal and Predacon races wiped out, nothing will stop us from universal conquest!" said Tarantulas. He and Starscream shared in some maniacal laughing as their kind are wont to.

"So, what are you going to do with the flying horse?" asked Tarantulas.

"Oh, we'll see just how truly loyal she is. But if all else fail, a shot through the spark chamber will deal with her," said Starscream.

"Just so long as Primal Prime never gets the anti-venom," said Tarantulas.

"Which makes me wonder why you made an anti-venom in the first place," said Starscream.

"For tantalizing purposes," said Tarantulas, "Seeing the vial get smashed will shatter any hope the Maximals will have left."

"You are devious. This will be the beginning of a beautiful partnership," said Starscream.

"It will be indeed," said Tarantulas before signing off. Quite naturally, Starscream didn't believe for a nanoklik Tarantulas's promise to spare him. It didn't matter, Starscream was going to destroy that arachnid anyways. It was a question of which was better prepared for the betrayal. Starscream obviously thought himself the better.

Eventually, Starscream heard the sound of thrusters and spotted Rainbow Dash flying towards him. "Ah, now the fun begins," he said to himself.

Dash flew forward until she reached a flat part of the mountain peak to land on. She reverted back to pony mode as soon as she landed. "You couldn't have picked someplace closer?" she complained.

"Wouldn't have want anyone uninvited to butt in," said Starscream.

"Alright, let's talk about you giving me the antidote," said Dash, "If you even have it."

"Oh, you mean this antidote?" asked Starscream, holding up the vial Tarantulas had given him. Dash moved forward before Starscream said, "Ah, ah, ah. One more step and I'll smash it."

Dash sat down and asked, "So, what is it you want to negotiate for? And why ask for me to haggle with?"

"The simple fact that you're not a Transformer. I've seen plenty of odd beast modes, but yours is completely out of place from everything here. Not to mention you showing up in an alien pod and having an energy signature unlike any other Transformer," said Starscream.

"If you're wanting to know how I ended up like this, you're out of luck. I don't remember anything about how it happened and I don't think I'd be able to explain it anyways."

"Of course not. You're clearly not a scientist. But more importantly, you're not Cybertronian. You don't even know what Cybertron is. Which brings up the question, why are you helping them out?"

"Uh, because it's the right thing to do," said Rainbow Dash as if it were extremely obvious.

"Oh, get off your high horse. Pardon the expression. What do you owe those bots? You've only just met them and you're already putting yourself in danger for their sake? What do you owe them?"

"They helped me out when I came here. They're decent bots, even they have been trouble getting along."

"But what are you gaining out of this? You think stopping me or curing your big bot will get you any closer to being home where you're need more?" asked Starscream. Rainbow Dash winced at that, Starscream had a point there. "I doubt your Maximal buddies know how to get you back home. But Tarantulas probably could. All you have to do is call off this whole 'save Primal' thing and you can get a ticket home for you and your pink friend. Isn't helping your old friends more important than helping your new ones?"

Rainbow Dash hesitated at this. The Maximals have made it pretty obvious that they didn't have a way off this planet. Even getting the Matrix back might not be able to help. There was no telling what was happening back in Equestria while she was here. And if it were just Dash, the answer might be clearer, but Pinkie Pie was also stranded here. Shouldn't Dash be more concerned about Pinkie's well-being than their new friends?

But the thought of betraying anyone, no matter how recently they met, put a bitter taste in Rainbow Dash's mouth and she knew her answer. "Forget it," she said, "I'll never go against the other bots. If I do that, I'd be doing worse than betraying that, I'd be betraying myself. And nothing is worth betraying your friends over."

Just then, her cutie marks flared with a bright red light. Starscream stepped back and shielded his eyes as Dash became enveloped with the light. The light illuminated all of the mountainside before it flared up. When it faded, Rainbow Dash now resembled her normal self in the fact that she had wings again. However, there were very noticeable differences with her form, including the fact that she was as tall as a horse. Her body was now heavily augmented with cyborg implants, particularly her right hind leg, her right wing, and the left side of her face. Smaller implants were prevalent across most of her body and her hair looked more like it was made of wires than actual hair.

"How is this possible?" demanded Starscream.

"Beats me, but I think I'm ready to kick flank now. Rainbow Dash, maximize!" Her transformation from pony mode to robot mode actually wasn't very different from her earlier form's, excepting that her upper body rotated and shifted around so her left foreleg was her right arm and vice versa. Asides from that, she mostly resembled a cyborg version of her former robot mode, though her head was less generic with its independent ears and the cooler colors of her mane of her main sticking up from her head like a Mohawk.

"Do you really think you can defeat me? You don't even have any weapons," said Starscream.

"Don't I?" asked Rainbow Dash before reaching behind her and decoupling a portion of her spine. She drew out a rifle that had her pony tail on the butt of it. She honestly wasn't familiar with firearms or even fingers, but she was certain she'll learn quickly.

"Fine, I was planning on scrapping you anyways. All you've done is made it a more interesting challenge," said Starscream before taking to the air. Dash flapped her rebuilt wings and flew straight up.

Starscream waited until he had a high enough altitude before stopping and turning as he opened fire on Dash.

However, Dash's form, combined with her old agility allowed her to dodge most of the shots. Dash aimed her own rifle at Starscream, but she had a little trouble figuring out the trigger. "Your kind isn't used to real war, is it?" taunted Starscream.

"I'll get it!" snapped Rainbow before firing a hail of shots, the recoil forcing her aim wide.

Starscream laughed loudly and said, "And I was expecting a bigger fight."

"Uh oh," said Dash, before turning and flying for cover as Starscream opened fire. Even the way she flew now was so different. It didn't require a lot of flapping as there were thrusters placed right behind her wings. And Dash wasn't certain how to balance the two out yet.

Such a problem was almost proven as one of her boosters overcompensated, sending her into a tailspin for a second, luckily meaning some of Starscream's shots missed. Fortunately, Rainbow Dash was able to turn into one of the caves that honeycombed the mountain. She had to go pretty deep inside before she could figure out how to stop though.

"Ok...ok...I need to really get the hang of this," she said to herself before yelping as a blast nearly took her head off.

"Rainbow Daaash..." called Starscream's voice in a cruel mockery of Pinkie's favorite call.

"Ok, Rainbow, focus. You know how to fly with wings, you know how to fly with thrusters. This is just a matter of putting the two together," she said to herself.

"Not so mouthy now, eh?" called Starscream's voice, now closer.

Rainbow Dash looked at her rifle, trying to remember how the bots she's seen fired their guns. That admittedly wasn't very often, but this was going to be a trial by fire anyways. "Ok...let's try this," she muttered, holding the gun as she'd seen the others do, causing a small light to appear on the handle and a targeting HUD to appear in her vision. "Ok, let's see if that bug guy knows how to dodge this," she said to herself.

Starscream flew into view at that, before pausing as he saw Dash aiming...before her gun gave a clack, a message in her vision claiming the safety was on. "Er, can you give me a sec?" asked Dash.

"Of course, take all the time you want," said Starscream insincerely.

She turned to slap her gun before a blast hit her in the chest, sending her flying back. "Oops," sneered Starscream, readying another shot.

"No fair!" called Dash as she was getting back.

"I'm a Decepticon. Do you honestly expect me to fight fair?" asked Starscream mockingly.

"If that's you want to fight..." said Dash before shifting back to pony mode and kicked the walls with her hind legs.

"Oh, what's that going to-OW!" said Starscream with a laugh...until a piece of ceiling landed on his head. The stalactites in the cave started shaking dangerously before they started to drop down. "You fool, you'll slag us both!" snapped Starscream.

"Nah, I can get out of here in plenty of time," said Dash before rocketing past Starscream.

"Hey!" snapped Starscream, shifting to beast form and trying to follow, the stalactites narrowly missing them both.

Eventually, they made back outside, thought with plenty of scratches from the falling debris. "Ok, enough playing around," said Starscream before changing into his transport mode. He jetted after Rainbow Dash, the antenna on his insect head shooting laser bursts at her.

Dash yelped at that and began to fly as fast as she could again, avoiding as much of the blasts as she could. "Ok, Dash, you can't keep dodging him forever. You're gonna have to fight back." Then she noticed a cloudbank up ahead and said, "Perfect."

Starscream watched as she flew into the cloudbank before he fired a hail of blasts into it till his weapons went to recharge mode. "Hah, let's see if there's anything left," he muttered, flying in after her. Visibility was hard within the cloud, even with his sensors active. "Where are you?" he muttered.

After a minute or two, his sensors began to warn that he was in a thundercloud. "What? Who could have..." he began before seeing Rainbow Dash hovering next to the cloud with a smug look. "Aha, I've got you!" cried Starscream.

"Wrong, I got you," said Dash before she started kicking the cloud. Starscream had a split second to wonder before the cloud began to shock him repeatedly "Bet you didn't know that we Pegasi can control the weather back where I come from," said Dash.

Starscream glared, shaking his head to try and get his processors working properly again while saying, "I'll be sure to remember that when I destroy EVERY SINGLE ONE OF YOU!"

Dash zipped forward and said, "Tag, you're it," while bonking Starscream on his insect head before flying off.

Starscream turned to robot mode and said, "Time to use my secret weapon. He pointed one of his insect mode legs at Dash and said, "Just stay still..." before a purple bolt fired out. The purple blast shot out and caught dash on the back of her leg, the purple glow immediately surrounding her and causing her to scream out in pain as it went to work doing what null beams were designed for...scrambling electronic systems.

Her thrusters shut down and Dash barely had enough strength to make to a cliff. She unintentionally shifted to robot mode as she did so, though that didn't make her feel any better. She looked up weakly, her vision half filled with static, seeing Starscream slowly lowering down, his blaster aimed. "You thought you could beat the air commander of the Decepticons? I've destroyed hundreds of Autobots stronger then you."

"I'm...not just an Autobot...whatever that is..." said Dash weakly.

"Please. You're barely any stronger than an organic pony. You never stood a chance against a superior foe like me," said Starscream.

"Oh yeah? There's one thing you don't know," said Rainbow Dash weakly, her eyes starting to glow.

"Oh, is it some silly thing about friendship being more powerful than anything?" asked Starscream dryly.

"Nope...it's that your antennas look like really good lightning rods," said Dash, a bolt of lightning shooting down and earthing in Starscream's head.

"What was that?!" yelped Starscream.

"I just figured something out," said Rainbow Dash, "I didn't just get an upgrade for my flying. I got an upgrade for my weather powers." Her fists glowed blue as clouds formed over Starscream's head.

With that, several more bolts hit Starscream causing him to shake with every one before being knocked over before a final one hit Rainbow Dash, her power cells rebooting to full. "Ok, let's see if I can figure this out now," said Dash as she aimed her rifle at Starscream, surplus electricity being channeled into it.

"Uh oh," said Starscream, his own sensors telling him that the bolt had fried his null ray before he was forced to dodge a hail of lightning bolt-augmented bullets.

"Not so bad for an organic pony, eh?" asked Rainbow Dash smugly.

"I must admit, you have power that I had not anticipated. Your upgrade has made you a formidable foe," said Starscream before grinning nastily, "So I think you'll make a better host." Suddenly, a ball of blue energy shot out of Waspinator's body and went straight into Rainbow Dash's chest.

Rainbow Dash immediately began to shake as Starscream's spark tried to take over her mind, Waspinator coughing out a smoke ring before falling backwards.

"You may as well submit. I've been able to possess the mighty Trypticon, you don't stand a chance," said Starscream's spark.

"I'm...not letting you...use my body..." grunted Rainbow Dash as she fought the immortal Spark's influence, her chest started to glow red.

"You will fall under my control, pony. I will win," said Starscream. "No...you...WON'T!" yelled Dash before a beam of red light shot out of her chest, carrying Starscream's spark straight up into space.

Waspinator got up unsteadily at that. "Wazzpinator want to know why hizz head hurt," he buzzed dizzily.

Rainbow Dash took a few deep breaths before saying, "You got possessed by some creep named Starscream. I suppose you can come back with me to the Maximal base if you want to join the good guys."

Waspinator stared for a minute before snapping, "Wazzpinator cannot take any more of thizz slag! Wazzpinator alwayz being blown up or possessed by ancient Decepticon or shot by organics! Wazzpinator going home!" morphing to wasp form before blowing a raspberry and flying off into the sky.

Rainbow Dash watched him go and said, "Well, I can't say I blame the guy...wait a minute! I still don't have that anti-venom! What am I going to tell the guys back at the base?" Just then, she noticed something glinting in the sun on the ground. She walked over and saw the vial of anti-venom, a little charred from the lightning strikes, but still intact.

"Score," Dash said happily.

* * *

The Maximals and Mutants were starting to worry about Primal Prime's condition. His energon pulse was starting to fade which meant his spark was getting close to fading out.

"We should have gone with her," said Airazor with concern.

"Starscream would have destroyed the anti-venom if he saw anyone else with her," said Tigatron.

"Would it have made any difference? We all know how treacherous Starscream is," said Ramulus.

Pinkie Pie had been scanning the skies for any sign of Rainbow Dash or any other flyer. Eventually, she noticed something approaching, though it was a bit too far to see what is was. "Hey, someone's coming!" she called.

"Is it Starscream?" asked Icebird.

Airazor checked the perimeter scanners and said, "It doesn't have a Predacon energy signature. But it could mean that Starscream has found a way to conceal his."

"Nope, it's Dashie. I can feel it," said Pinkie confidently.

The others watched as the approaching flyer became closer. Spirits began to lift as they could make out the familiar color scheme. Not too long later, Rainbow Dash touched down in front of them in her new Transmetal 2 body. "Somebody called for an anti-venom?" she asked as she held up the vial.

"There will be time for congratulations and gratitude later, but Prime needs that anti-venom now," said Tigatron. Dash nodded and handed him the vial. Tigatron inserted into a syringe-like device before pressing the tip to Primal Prime's neck. There was a soft green glow followed by anxious waiting.

There was an unbearably long moment in which Primal Prime's state did not appear to change. The most cynical among them were starting to think that Starscream had tricked them when Primal Prime let out a soft groan. The Maximal leader slowly pushed himself up until he was sitting. "That Starscream really packs a sting," said Primal Prime as he rubbed his head.

There was much cheering at that. Well, maybe not everyone was cheering, but the ones who were, namely Pinkie, was doing enough to cover for everyone. Even the most jaded bots there were smiling.

"Thank the Matrix," said Tigatron, "For a while I wasn't sure if Prime was going to make it."

"But he did, all thanks to Dashie," said Pinkie as she hugged her friend, "Say, how comes you're all big and upgraded now?"

"I'm not really sure why it happened, but it helped me kicked Starscream's flank," said Dash.

"And where is Starscream?" asked Airazor.

"I blasted him into space. He's not coming back any time soon," said Dash, "He tried to trick me into selling you guys out, but I was like 'no way, not gonna happen'. I don't turn on my friends. And since we don't have any way of leaving right now, I guess we're just gonna stick together."

"We may not have to stay here long," said Primal Prime as he started to stand up, "Now that we outnumber the Predacons, the time may be finally here to take back the Matrix of Leadership. I believe that once it is returned to its proper place and Tarantulas and his minions are defeated, we will be able to return to our true home."

"So you're expecting us to hang our hopes on some mystic mumbo-jumbo and expect good karma to pay off?" asked Ramulus critically. There was a long pause before he sighed and said, "Well, some hope is better than none. At least I'll get to kick Pred skidplate."

"Your team will stand a better chance with the Mutants behind them," said Icebird before he swiveled his owl head around to look at his teammate, "Unless there are any objections."

"I'm not too crazy about this, but I do want to pay those creeps back for manipulating us," said Dinobite.

"Megatron might not be with them, but at least we can get some payback out of his old cronies," said Poison Bite.

Rainbow Dash grinned and said, "Tarantulas is as good as squashed."

* * *

Ravage, Iguanus, and Spittor were waiting anxiously for news, but they didn't have high hopes. Even if Starscream didn't let his ego get in the way, he was still in the body of Waspinator. And even though Waspinator had been upgraded, he probably would have retained his signature bad luck.

Eventually, Tarantulas emerged from his lab and said, "Gentlemen, I bear some bad news. It would seem that Starscream has failed to accomplish his objective."

"That comes as no surprise," said Ravage dryly.

"What's more, it appears that the pony-bot had managed to upgrade herself and has banished him from Earth," said Tarantulas.

"How did she manage to do that?" asked Iguanus.

"I am uncertain. But the face now stands is that we are severely outnumbered now."

"I'll say," said Iguanus, "There's only four of us now against ten of them."

"Actually there's five of us," said Spittor, which drew odd looks from the others, "We still got Razorclaw, you know, that fiddler crab guy who's on watch right now."

Ravage snorted and said, "He is hardly a worthwhile warrior. He measures up nothing to the first Razorclaw. That still leaves us severely outmatched and outnumbered."

"Oh, I wouldn't say that," said Tarantulas, "They may have the larger numbers, but we have the better warriors. Besides, we are not numbered five, but seven." With that, he stepped aside as two bots emerged from his lab. One of them was mostly purple in color with extra-long arms which had folded edges which along with his talons and the folded head on his chest gave away his Pteranodon beast mode and his face looked awfully familiar. The other clearly had a scorpion mode with his huge golden pincers, the blue scorpion legs that formed part of his legs, and the scorpion tail and head resting on his back, both red as the rest of his torso. "Allow me to present some old comrades, Terrosaur and Scorponok," said Tarantulas.

"I have heard of them," said Ravage, "They were among the renegade Megatron's original crew, but I had thought they had perished long before I arrived here."

"Not perished," said Terrorsaur, "We were merely entombed in the molten lava beneath our old base when the quantum surge hit. But even if we missed out on the Beast Wars, we still got our upgrade from the surge." With that, he jumped into the air and transformed into his Pteranodon mode. He flapped his wings for a bit before a pair of fins flipped out on them revealing VTOL fans and his tail partially split to reveal thrusters.

"I was checking the ruins of the Darksyde for spare parts when I detected their energy signatures within the crater Tigerhawk made," explained Tarantulas, "I think having a pair of Transmetals will even the sides out a bit."

"Barely," grumbled Scorponok, "I barely got any upgrade from the quantum surge. I didn't even get a transport mode."

"Oh, I can fix that," said Tarantulas before chuckling darkly.

Scorponok stepped away from him and said, "Uh, on second thought, I think I'm ok with what I am. I don't need a transport mode that badly."

"Oh, I'll give you something much better than a transport mode," said Tarantulas, "How would you like to be a Triple Changer just like your legendary namesake?"

"You're gonna turn him into a city?" asked Terrorsaur dubiously.

"Of course not, but I have plans that'll make him a match for even Primal Prime," said Tarantulas before showing schematics on his computer, depicting a large robot mode, a scorpion/tank mode, and a space jet mode.

Scorponok looked at the designs and said, "I like it. Can you really make that?"

"Of course, I have plenty of spare protoform material from all the blanks and the Matrix to facilitate the upgrade," said Tarantulas, "I'll be able to make you into a one-bot army. Enough to impress Megatron when he return to Cybertron."

"Then what are we waiting for?" asked Scorponok.

"Precisely," said Tarantulas, "The sooner we have you upgraded the better. If the Maximals think that they have the advantage now, they haven't seen what they'll be really facing against." Then he broke out into another his trademark evil cackles that largely unnerved his fellow Predacons. Tarantulas was definitely no bot to underestimate and the Maximals will learn that soon enough.

* * *

There's another chapter and one I know a lot of you have been waiting for. I worked very hard in getting the fight between Rainbow Dash and Starscream right and I hope everyone likes it. This chapter takes place during the unfinished Primeval Dawn comics by 3H showing what happened after Optimus Primal's crew left prehistoric Earth, it'd be easier to look it up than to explain everything that happens. Rainbow Dash's design is, of course, based on this.

Of course, we know of Starscream's extensive history, including his possessing of Trypticon in 'Ghost in the Machine' back in the G1 cartoon and his more recent possession of Waspinator in the Beast Wars ep 'Possession'. The two jets that appeared in Rainbow Dash's nightmare are Starscream's fellow seekers, Skywarp and Thundercracker. Waspinator's upgraded body is based on his Transmetal toy, which has been called Waspscream in other stories. The mentioned instance about an organic being transferred into a Transformer body is a reference to Autobot X. The three possible origins that Starscream mentioned for Tarantulas and the Tripredacus Council aren't official, but I think they're more viable options than just being literally 'Unicron's spawn'. Terrorsaur and Scorponok both fell into lava during the quantum surge, but they survived and got Transmetalized, though trapped there until recently. Scorponok only got a Transmetal toy from McDonald's, so I thought he deserved an upgrade to a better body based on his Energon counterpart.

The next chapter may take a little longer to get up, but that doesn't mean the story doesn't get less exciting from there. Keep an eye out for it and please comment.


	5. Rarity vs Shockwave, Part 1

**Maximares Rising**

 **Chapter 5: Rarity vs. Shockwave, Part 1**

 _Rarity wiped her brow and adjusted her sewing glasses. This has been her biggest order to fill in...who knows when. Her horn was aching from moving the needle through immeasurable smaller stitches and her sewing machine was probably close to overheating._

 _"Just...one more to do," she panted, using her magic to wipe her brow again with a handkerchief . She started up the sewing machine, which let out an auditable groan of worn gears. "Yes, yes, I know, but this is the last one," said Rarity, "After that, you can have a nice long break."  
However, as soon as she was finished and was turning to pack her things away, another scroll seemed to be waiting...with another order. "Oh, it seems my work is never done," she said before a Las Pegasus accent said "Oh hell no. Not one more before I get a rest." _

_Rarity paused and looked around, not seeing anypony. "Er, who said that?" she asked._

 _"Look down, girl," said the voice, Rarity turning slowly to see the sewing machine, a light flashing in time with the next words which were, "I'm on strike. This is against union rights."_

 _"Pinkie Pie, is this one of your practical jokes?" asked Rarity._

 _"This ain't Pinkie, this is an intervention. Your gear has feelings too, girl," said the sewing machine ._

 _"I must have overworked myself. I'm starting to hear things," said Rarity._

 _"Y'all need a holiday, lady," said the sewing machine scolding ._

 _"Of course, when even your tools say you need a holiday, it must be time for a holiday," said Rarity, her eyes starting to go derpy._

 _"That's the spirit, girl. You keep on working like a machine, you'll end up like one," said the sewing machine ._

 _"Yes and my machine will end up like me," said Rarity with a faint giggle.  
"More than you know," said the sewing machine before, with a sliding noise converted into a metallic version of "SWEETIE BELLE!" screamed Rarity in shock ._

* * *

Rarity sat up with a start and said, "Oh, what a strange dream. I really need to stop eating gourmet chocolates before bed."

"Hey, the protoform's awake," said a voice at that .

"Who said that?" asked Rarity as she looked and saw she was in a metal circular room, "Where am I?"

"Ok, let's start with the basics, ma'am. We're having some trouble getting the ID bolt to interface with your timeline. What's your name?" said a disembodied voice .

"Rarity," said Rarity.

"Fitting name," said another voice.

"Ok...and who was your Prime?" the voice continued .

"You mean my princess?" asked Rarity.

"Sure...it's a big multiverse. Who was your 'princess'?" said the voice, a little sarcastically .

"Celestia and Luna, though Twilight Sparkle most likely counts now, though I wouldn't say she rules over me so much," said Rarity.

"Weird names...and which quadrant of your Cybertron did you live in?" said the voice .

"What's a Cybertron?" asked Rarity.

"Ooookay...ma'am, this will be alot easier if you cooperate," said the voice in a tired voice that reminded Rarity of customs agents at airship docks.

"I've never heard of a Cybertron," said Rarity, "I'm just a mare from Ponyville."

"Ponyville...ooookay. Ma'am. We're going to clear you for entry but we'd like you to proceed to a hospital for a checkup," said the voice calmly .

"I suppose I should see a doctor. I've had this dreadful in my head that..." started Rarity before she felt her forehead and felt a very noticeable absence of horn there.

"Erm...ma'am?" said the voice, in a concerned voice before Rarity screamed. Immediately a hatch opened and two robotic humanoids, with red symbols on their shoulders ran in.

"Keep away from me! Keep away!" yelped Rarity, her panic making her lash out at anything unfamiliar, which was pretty much everything around her.

"Hold her down. Someone get a stasis lock in here before she hurts herself!" called one of the bots .

However, the first bot that got near her was kicked into the wall. "Equinicons have a mean kick," groaned the bot.

"Ok, gonna use the EMP generator," said the other bot before extending a device from his forearm. Rarity would have lashed out at the bot when the device sent several waves of energy at her which suddenly made Rarity feel drained of energy.

The last thing she saw before she passed out was her reflection in a far wall...it wasn't her face...

* * *

Meanwhile, in the non-space of the wormhole network, Matt had landed first watch.

"You don't need to stay up," said Twilight, "I think these bodies don't require regular sleep."

"No offense, but technically, you tin cans are at war with us. I trust you...mostly but Dante will chew me a new hole if I leave you at the controls," said Matt with a yawn. "Anyway...I'm the best pilot around...and we've been tracking this signal of your buddies for days," said Matt with another yawn. "Alert...approaching destination...3 minutes," said the computer.  
Matt looked grim at the scanner. "I don't like this. We're way off the beaten track," he said .

"Where exactly are we?" asked Twilight.

"How the heck should I know? Do I look like a subspace tour guide?" snapped Matt before saying, "Sorry, kinda been edgy lately."

"I understand. I think we all have," said Twilight kindly.

"Warning...subspace reef...artificial," said the computer at that, Matt looking up in horror.

"What's going on?" asked Twilight.

"We're about to hit a wall," said Matt. With that, he hit the intercom. "ALL HANDS! BRACE, BRACE, BRACE!" he yelled before he and twilight were thrown forward, Matt thrown over the controls which exploded in showers of sparks. At the same time, the view out the main porthole changed to normal space, a large planet in view. Twilight however was more concerned as Matt was thrown to the deck with a sickening crunch

"Matt? What do I do? C'mon, Twilight, you have to know some healing spells," she said to herself.

An angry voice came out the remaining console at that. "Unidentified vessel, you have breached Axiom Nexus restricted space. Identify yourself or we will engage defensive measures." as Dante ran in with Applejack close behind.

"What the hell did you do?" he snapped, a blood trickle from his lip and nose showing he'd gotten some knocks too. "Axiom control, this is NSC aligned vessel warlord, we are not hostile, repeat..." he began, hitting controls to no avail .

"Twilight, we got some kinda communicator thingy built in, right?" asked Applejack.

"I repeat, this is Axiom flight control to unknown vessel, respond or be eliminated," said the angry voice.

"Better than nothing, do it!" snapped Dante before saying into his com, "Karnak, cut the long range jam on our tin can pals."

"Acknowledged," said Karnak.

Twilight quickly opened an open channel and said, "This is Princess Twilight Sparkle. We have been travelling through subspace but have gotten cut off. We have a wounded friend aboard." She wouldn't normally pull rank, but this was an emergency.

There was a long pause before the voice, "I'm sorry, what did you say your name was?"

"Princess Twilight Sparkle," repeated Twilight.

The voice paused before saying, "Affirmative, note that your rank is null and void here. Rescue ship is on route. Axiom flight control over and out."

Applejack gave a sigh of relief and said, "Good thing those guys respect royalty."

"Yeah, I'm pretty sure they're laughing it up on their end," said Dante.

"What's so funny about this?" snapped Twilight.

"Princess Twilight Sparkle, really?" asked Dante pointedly.

Twilight just stared back and said, "So?"

"It sounds like a Japanese shampoo brand," said Dante simply .

"He's got a point there," said Applejack.

Twilight scowled before a light shone through the main viewport, the promised rescue ship. "Ok, first thing we need to do is get Lynch a doc. Best behavior, this is first contact," said Dante sternly.

* * *

"I told you we don't need any stinking ID tags! We're not Cybertronians!" snapped Dante.

"They're ID bolts, sir, and every offworlder has to wear them," said the customs bot with a bored tone.

"Well why not shove it up your tailpipe. My partner needs medical attention or did you forget that?" snapped Dante .

"If you would simply allow the ID bolts to attach, you'll be on your way to the hospital sooner," said the customs bot.

"Can I speak to someone around here that has emotion?!" snapped Dante.

"No need to robotist, sir. I'm just doing my job," said the customs bot in a bored tone that intended that he knew perfectly well he could wait here all day if needed .

"Sir, I think my friend's health is a higher emergency than registering for an ID tag," said Twilight.

"ID bolt," corrected the customs bot, "No offworlder is allowed to leave the transwarp port without an ID bolt."

"Then can't you bring a doctor here?" snapped Applejack.

"I'm sure the paramedics are on their way," said the customs bot emotionlessly.

"Ok, let me put it this way: would the medics get here faster if I shoved an EMP grenade down your throat?" snapped Dante, Applejack and Twilight facehoofing .

"Hostility is not going to make the process go any faster," said the bot.

"Oh, trust me, I know how to make it go _really_ fast!" snapped Dante, reaching for a pocket on his armor plate.

"Dante enough," said Twilight before picking him up with her telekinesis.

"Hmm, I'll have to add telekinesis to your list of abilities," said the customs bot, sounding thoroughly unimpressed.  
Applejack sighed, looking at the rather pale and still out-cold Matt, "Twi, have you got some kinda...fast forward spell or something to get things movin'?"

"Time manipulation is really complex and only a really powerful unicorn can manage it," said Twilight.

"Uh, you've done before and you were only a unicorn then. Now you're a big robotic alicorn," pointed out Applejack.

"Well..." started Twilight.

Just then, one of the doors burst open and what looked like the local equivalent of an ambulance came wailing in. It stopped in front of Matt before changing into robot mode. "Why hasn't anyone alerted to me this sooner?!" snapped the bot, "This human needs medical attention! Did he need to be set on fire before you took notice?"

"He and his companions are in the process of ID bolt registration," said the customs bot flatly.

The medibot gave the customs bot a look of disgust. "You bureaubots and your bolt-counting. Why should they have bothered with giving you sparks?" said the medibot with contempt as he extended what was probably a medical scanner.

"Finally, somebody with actual thoughts. Captain Dante, the man there's my pilot," said Dante, throwing his arms in the air .

"First Aid, ERM," said the medibot, "Your friend has nasty case of quantum whiplash."

"Yeah, what moron puts a quantum barrier in a commercial wormhole?" snapped Dante, rounding on the 'bureaubot' again .

"The quantum net is an important feature of Axiom Nexus," said the customs bot.

"Axiom Nexus? Ah thought we were on that Cybertron place," said Applejack.

The bureaubot gave Applejack an annoyed look and said, "This is Cybertron, the most advanced version in the multiverse and Axiom Nexus is the capitol."

"You really are an idiot, aren't you?" said Dante carefully to the customs bot before looking at First Aid, "Is there any possible way we can talk to someone with a functioning brain in this building?"

"I'm surprised one hasn't come in sooner," said First Aid, "Probably still debating what the scrap you lot are and how to classify you."

Dante glared before pointing to each of the group and himself. "Human, human, miscellaneous," he snapped .

"Your genetic structure hardly suggests..." started the customs bot.

"You can stick your labels where they don't show. I'm not waiting for some paper-pusher to make its mind about what to call us when my pilot is in dire straits," snapped Dante.

The customs bot began to say "Your pilot is not-" before Dante lost patience and blew a hole in the wall next to the bot's head. "ENOUGH!" he yelled .

"Unlike you, an EMP won't shut him down," said First Aid.

"The next person to delay my pilot's medicine will be shot in the face till I find someone who won't delay!" snapped Dante .

"Load him in and I'll take him to the hospital," said First Aid before changing to ambulance mode.

"You can't do anything right here?" asked Twilight.

"I don't have the right tools," said First Aid, "We don't get many organics here."

"You don't say," said Dante sarcastically as he helped Twilight get Matt in the back .

"Allowing them to leave without ID bolts is illegal," said the customs bot.

"Well I have an emergency override notice retaining to medical need signed by Captain Cheetor himself," said First Aid, flashing the digital notice.

The customs bot glared at the notice before saying reluctantly, "Fine...but I expect them to be registered in one cycle."

"Sure, once he's stable," said First Aid.

As soon as First Aid was gone however the door slammed shot...right in Dante's face. "Lemme guess..." he said coldly, the customs bot saying "Let's finish off this registration." grinning for the first time .

"Ok, we'll fill out the forms. How long could it take?" asked Twilight.

"NEVER SAY THAT!" yelled Dante.

* * *

3 hours of bureaucratical torture later...

"I told you..." snapped Dante, poking the bolt that had been magnetized to his armor .

"You know, havin' fingers has been fun, but now they ache worse than hooves," said Applejack.

"Urgh...least you didn't feel your ribs bruise when they stapled this thing on," snapped Dante as they walked out into the main city.

"They're not that hard to get off," said Applejack as she yanked off hers only for it to stick onto another part of her, "It's gettin' them to stay off that's the trick."

"And our ship broke again...and I doubt they'll let us buy one. Look at the restrictions offworlders get," said Dante coldly, showing the welcome leaflet he'd 'borrowed' from the main desk .

Twilight looked at the leaflet and said with a frown, "There's a chance we could be detained for a while. I'm guessing we'd count as 'interesting individuals'."

"Yeah, remember how they acted when you mentioned your title? That didn't sound like someone who was impressed. That sounded like someone readying a rap sheet," said Dante .

"Ah just hope Matt is on his feet so he can help us find our lost friend," said Applejack.

"We don't need Lynch to start looking. We just need to ask around," said Dante .

"Yeah, I suppose a pony like us would stand out around here," said Twilight.

"Uh, ya might wanna take a gander about," said Applejack. She gestured at the large crowd of robots of many different shapes and sizes.

An ad appeared on a viewscreen at that. "Need something that's nowhere else? Need a deal on it? Then come to Swindle, Swindle & Swindle's. If we don't have it, it doesn't exist," said a smarmy-sounding Cybertronian.

Dante however looked shocked, "That two timing son of a…"

"You can't know that guy. We just got here," said Twilight.

"He's a damn informer for the NSC, little backstabber. I told them we shoulda blasted him," snapped Dante.

"Hang on a moment, what's that?" asked Applejack.

"Can we replay that advertisement?" asked Twilight.

Dante looked around before checking his wrist comp. "Techo, you'd better not screw up," he muttered as the wristcomp's hacking program tuned into the screen, rewinding the advert. "Say when," he said .

"Stop it right there!" shouted the two of them at the same time.

Dante hit stop on the control at that, the screen freezing to show a familiar pony just behind Swindle's head . "Is that Rarity?" asked Applejack.

"It has to be. Though I'm kind of surprised that she ended up here," said Twilight.

"Number three," muttered Dante at that before looking over and seeing a human-sized Cybertronian. "Oi, calculator!" he snapped .

"No, I don't do statistics for free," said the bot, "Do I look like an Equinicon judge?"

"No, how do we get to that creep's shop?" said Dante, pointing to the frozen image.

The bot glanced at the ad and said, "The Swindles? You must be desperate."

"If you don't tell me, I'll jam your language setting on Korean," said Dante bluntly .

"Ok, fine, which one of you has a map?" asked the bot.

Dante's eyes narrowed before Twilight managed to step in. "We should be ok. Can you just please tell us the quickest way?" she said politely .

The bot glanced at her wings and asked, "You a flyer?"

"Yes," said Twilight.

"Oh, then it should be easy. Just fly up and head that way until you see their sign. It's hard to miss," said the bot.

"Good boy, now forget you ever saw us," said Dante bluntly .

* * *

As expected from an advanced society, Pan-Acea Medical Center was a very well-established hospital and equipped to deal with almost any ailment known to Cybertronians. However, there were cases that gave them trouble, particularly organic cases.

"It's strange, First Aid. His scan had all the markings of the Quadwal continuum, but he has DNA that is not from there...and it's increasing with each scan," said a doctor carefully to First Aid, the two looking at a holofeed of the now-awake and rather annoyed Matt. After the alien DNA had turned up, he'd been quarantined...at least till a proper scan of the samples could be done .

"Do we know which universal stream in particular he's from, Ratchet?" asked First Aid.

"Not yet. The problem is that he's been all over the place in our multiverse so it's hard to pinpoint where he's from," said the other doctor.

The medical AI also said, "There's also the matter of the nanotech in his bloodstream. Some of its just suppressant for some medical conditions he has and translator clusters in his brain, but there's also clusters of nanites not on my record...seeming to use crystalline technology. The blood samples I've checked seem to show them attaching the alien DNA to the human's strand. The quantum defenses might have hyper-accelerated them."

"This one is certainly well outside our normal range of experience," commented Ratchet.

"Hey, he's still a patient, remember?" pointed out First Aid.

"I know that, did you think I was going to turn him over to Shockwave? The more esoteric a patient is, the harder he is to treat," said Ratchet.

"With respect, Doctor Ratchet. The nanites, the DNA ones, I doubt they were meant to work this fast. He might be safer in a more secure location. At the rate of DNA implantation, side effects may already be visible," said the computer.

"Organics don't change that quickly. It's not in their nature," said Ratchet. Just then, the view of Matt's room dramatically shifted along with a tearing sound. The camera view swung wildly before they got a good look at a pair of reptilian eyes. Then the view was lost completely as the camera was apparently crushed.

"As I said, there are side effects. The nanites appear to be making sure fatal side effects are avoided...but I recommend that you send for a security team immediately," said the computer before the wall behind where the holofeed had been became convex from something heavy hitting it.

"Right then, what would be the proper sedative for his bio-makeup?" asked First Aid.

"Unknown, DNA for this new lifeform is not on record," said the computer before another blow was heard, this bump smaller, indicating that the puncher had switched to fists .

"Let's try for basic human doses and work our way up," said Ratchet.

"I think it might be too late for that," said the computer as a distant clang was heard and the biohazard alarm began to ring .

"We better catch before one of the Decepticons do," said First Aid, "Megatron's mechs won't bother with being gentle."

"It just tore an industrial blast door down. I think they are in bigger danger," said the computer calmly, switching to a feed showing several security drones firing at something off screen before a plasma bolt blew one up and a winged reptilian humanoid tackling the other and tearing it in half down the middle .

"If the Decepticons find him, Shockwave will vivisect him for sure," said First Aid, "We need to catch him now."

"Then we'd better hurry. The mess he's causing will almost certainly be setting off alerts," said Ratchet sternly .

* * *

Elsewhere, Dante and the girls had found the Swindles shop and to Dante, it couldn't have reminded him of a crooked car dealer's more if the proprietors were wearing tacky shirts, ties, or even turned into used cars themselves.

"Ok, girls, expect the worst, most annoying evil in existence...swindlers," said Dante coldly .

"They can't be worse than them Flimflam brothers," said Applejack.

"Oh, you know that sort of thing. Ok, let's make an entrance," said Dante cheerfully, drawing his blaster, only for Twilight to force it back into the holster .

"I think we'll be able to get further if we made a better first impression," she said.

"Fine...but I reserve to shoot him in the kneecap," said Dante annoyed. He was enjoying the fact most of the Cybertronians so far were his height .

Twilight knocked on the door before opening it. The bot near the door said brightly, "A customer!"

"How lovely!" said a similar bot by the merchandise shelves.

"Come on in!" said the bot that was behind the counter. The three of them looked eerily alike, the only differences being some coloration.

Dante raised an eyebrow before saying bluntly, "Friend of ours was seen here. We're looking for her. Her name's Rarity. Where is she?"

"Yes we do have a lot of rarities in here," said the Swindle with the grey chest, "Things that you can barely find anywhere else in the multiverse easily. But Swindle, Swindle & Swindle's got it all."

"We weren't looking for something, we were looking for someone," said Applejack meaningfully.

"Oh, lots of customers have given us glowing review," said the Swindle with the purple chest, "So many bots leave this place pleased with their purchase and telling their friends to tell their friends to come in and buy something."

Dante sighed. "My turn, oi, Swindles," he said, unclicking a rifle from a flush part of his back armor and looking at a large armor plating. "That military grade?" he asked .

"Ooh, have you come to trade up?" asked the Swindle with the red chassis, "We can get you a very good deal for that, one that can work for a human like yourself."

The purple-chested Swindle pulled out a cannon and said, "This model of the scatter blaster is just the right size for you and it can pepper a large crowd of enemies with reasonable efficiency."

"As a matter of fact, your rifle looks like a variation of the scatter blaster, good quality, but easy to trade for this beauty with a small additional fee," said the grey-chested Swindle.

"Nah, I just needed something to demonstrate this," said Dante, before firing his rifle at the armor plating, a hail of black bolts shooting out and peppering through the armor. "Next shots go through something expensive if you do not stop messing us around," he snapped, loading another clip in.

"We're just trying to find someone," said Twilight before projecting an image of Rarity.

"Oh, her, poor little thing," said the grey-chested Swindle.

"Showed up one day without any connections, home, or a shanix to her name," said the red-chassis Swindle.

"So out of the goodness of our sparks we offered a job so she can earn some credit," said the purple-chested Swindle.

Dante glared, aiming his blaster in Swindle-1's vague direction. "And obviously, you are now going to let her free to go with us," he said coldly .

"Let her free? You make it sound like we were enslaving her," said Swindle-1, sounding hurt.

"We've simply given her a job so she can earn some credit in this city," said Swindle-2.

"She doesn't have a lot of options what with her unprofitable skills," said Swindle-3.

"Unprofitable? Why Rarity's the best dressmaker in most of Equestria!" snapped Applejack. The Swindles just gave her a look.

"Fine, if she's free to go, let her," said Dante coldly .

"I suppose it's no finish off our exo-structure," said Swindle-1.

"It's not like she's made a lot of credit after all," said Swindle-2.

"But I'm sure you can find a way to reimburse her. A pair of Equinicons like you would do very well at the races," said Swindle-3.

"No..." said Dante coldly, spotting a scam like that from a mile off .

"You know, you could really trade up for that scatter blaster," said Swindle-1.

"Your friends could use some armament themselves," said Swindle-2.

"I know a set of blasters that would go very well with those wings," said Swindle-3.

"Just get the lady or I'll blow up half the shop...God, I'm turning into Lynch," grumbled Dante .

"Ok, she should be in the back," said Swindle-3 before heading that way.

"You sure we can't set you up with some blasters?" asked Swindle-2.

"I don't want to cause more pain than I have to," said Twilight.

"Who said you had to cause pain? Life's not pain," said Swindle-3, "Though in this life there are some bots who will only respect you by how much damage your weapon can do."

"Back home, my job's to blow things like you to pieces. Would you like to volunteer one of your brothers for a demonstration?" snapped Dante .

"Some customers are so hard to satisfy," said Swindle-2.

"True indeed," said Swindle-1.

"Here's your little friend," said Swindle-3 walking back in followed by Rarity who was in a protoform-mode not unlike Twilight's and look a little grungy.

"Miss Rarity, Captain Dante, NSC ghost division," said Dante before the girls could speak up, sadly not thinking that the sight of a Stormtrooper in heavy combat armor and holding a gun that was more like a cannon wouldn't end well.

Rarity quickly backed away from him. "Rarity, it's ok, he's with us," said Twilight.

"He may be a jerk, but he ain't gonna hurt ya," said Applejack.

"I'm not a jerk!" snapped Dante before his comm beeped. "Hold on, it's the locals, you talk to her," he said before walking out.

"Girls, what are you doing here and why are you so...different?" asked Rarity.

"Well, we've all been changed," said Twilight, "I'm not sure how though."

"Well, I'm glad you're all here. That Swindle person is simply dreadful," said Rarity, hugging the two .

"Oh, that's just hyperbole," said Swindle-3.

"Not the kind we usually want and is certainly undeserved," said Swindle-2.

"You two had me running ragged doing all sorts of deliveries and stocking your shelves," said Rarity accusingly.

"You did put 'truck' as your alternate mode on your application," said Swindle-1.

"I didn't know what a truck was and I could barely read your form!" snapped Rarity.

"Well, don't expect your back pay," said Swindle-3 loftily before Dante walked in, looking pale.

"We've got a problem. I think that net thing's triggered a relapse of one of Lynch's old ailments," said Dante.

"What kind of ailment?" asked Twilight.

"Oh, the one that turns him into a bloodthirsty nigh-unstoppable lizard man," said Dante.

"Hmm, sounds like something that will require serious gear for catching," said Swindle-2, "We do have some very strong nets that can hold down most organics."

"No, in the absence of the anti-virus," said Dante, before readying his rifle.

Just then, there was a knock on the door. "Wonder who that could be," said Applejack before opening the door, revealing a large blue reptile with wings, horns, and a cross expression.

"Dragon!" yelped Swindle-1.

"Hide the gold!" yelped Swindle-2.

"Save the merchandise!" yelped Swindle-3.

"Kiss my ass. I woke up like this. The doctors say I picked up something from the quantum net...and apparently I ate one of their security cameras," snapped the thing in Matt's voice .

"Lynch? You look like a giant-" started Dante with a smirk before the creature said, "By the way, my breath is hazardous to your health." Dante opened his mouth and the creature quickly added, "And I don't mean by the way it smells."

"Ok...so this has happened. By the way, while you were napping, we found another of the pony bots," said Dante .

"Really? Where?" asked Matt, snaking his longer neck around Dante. This earned him a scream and a magic blast from Rarity.

"Oh...there," coughed Matt.

"Easy, Rarity, he's a friend," said Twilight.

"Well, the last time I've met a dragon that big, it did not end well for me," said Rarity before pausing and said, "Funny, I feel like that last time was sooner than I can recall."

"Lovely, I'm just glad I'm apparently magic-proof. What's the first thing you remember?" said Matt scathingly .

"I'm assuming you're asking for a more relevant memory," said Rarity, "Like how we ended up as robots."

"All Applejack and I can remember is that there was an alien invasion of Ponyville," said Twilight.

"That sounds...familiar, but it's hard to focus. It's as if something is blocking off my memory," said Rarity.

Dante glared before saying, "You don't say. Tell me, did the Swindles ask for any collateral of any kind?"

"Now good sir, you don't think we would be responsible for her memory loss, do you?" asked Swindle-3.

"How could we even cause it in the first place?" asked Swindle-2.

"Oh, like forcing her to pay with her memory chips before you allowed her to start working here," said Dante accusingly.

The Swindles exchanged glances before Swindle-1 said, "I suppose that is something that could be expected by someone who does not know our philanthropist nature, but that is a branch of marketing we'd never go into."

"Yeah right, like you wouldn't sell body parts," said Matt.

"True, but not memory chips," said Swindle-3.

"There's no value in them. Bots don't need more than the ones they already have and there are easier way to extract memories," said Swindle-2.

"Your friend is simply suffering from repressed memories. She simply doesn't _want_ to remember," said Swindle-3.

Matt and Dante looked at one another. "Survey says...EEEERK!" said Matt, making a buzzer noise and spitting a fireball at some merchandise.

"Truth please," said Dante with a calm expression .

"That is the truth," said Swindle-1.

"Honest truth," said Swindle-2.

"We swear by our motherboards," said Swindle-3.

"I'll be the judge of that," said Twilight before sweeping a scanning beam over Rarity, "I don't pick up any missing parts, but there are data nodes that have been locked."

"Ok, Matt, they're on the level... _this_ time..." said Dante, Matt pausing in scratching 'Matt woz ere' on the side of a gun .

"You scratch it, you buy it," said the Swindles.

A plasma bolt narrowly missed them at that. "Then again, it adds character," said one of them quickly .

"Might have good resale value once he's done something noticeable," said another.

"Ok, we're taking miss Rarity. You're free to object but it won't make any difference," said Dante politely .

"Not a problem. She was a terrible stock/errand girl anyways," said the third.

"And don't be rude," said Matt .

"Now then, I am in serious need of a drink. Where's the best and nearest place for a dragon like myself to go to?"

"The Blue Deployer," said the three Swindles.

* * *

The Blue Deployer was actually a better-looking place than Matt and Dante had anticipated. Granted, it was apparently still within the 'lower' levels of Axiom Nexus and thus below the standards of the TransTechs, but for offworlders, it was a pretty swanky place. It looked a bit like a miniaturized casino, though Matt and Dante weren't about to let their guard down.

"Ok, rule one of these places: stay calm, don't draw attention but if you do, act like you'll use their teeth to open a drink bottle," said Matt calmly, the group walking in and Matt immediately starting to shake. "Holy smeg, did someone forget to pay the heating bill?" asked Matt.

"It's not that chilly, you cold-blooded baby," said Dante. The inside of the bar was like a nippy winter day, which wasn't bad for most Cybertronians.

Twilight looked concerned at that. "You'd better wait outside if you're cold-blooded at the moment," she said .

"Heck no. I came in here for a drink and I'm getting one. I'll just have to order one that warms the inside," said Matt as he started towards the bar. The guy behind it was pretty big, his blue plating matching the décor of the place. There were solar panels extending from his back that almost resembled wings and a pair of shining light blue tubes placed right behind his shoulders. The tubes were constantly giving off an icy mist.

"Ah, so that's where it's coming from. Oi, could you turn the A/C off?" Matt said, his voice getting a bit slurred.

"I though dragons could maintain their own body heat with their fire," said the bartender dryly.

"Well I just got changed into one and I haven't figured out that little trick yet," snapped Matt.

"Oh, very well," said the bartender before the tops of the tubes spun slightly and the mist stopped, "Need something to pep up that fire?"

"Something spicy," said Matt .

The bartender pulled out a few bottles from a small refrigerator, evidently for organic customers. He poured some red stuff labeled 'Broken Pumice' into a shot glass the size of a bucket which immediately started popping and fizzling. This was followed by some yellow stuff called 'Desert's Spite' which made it bubble even more. Finally, a small drop from a bottle that Matt noticed had splitter writing on the side which produced a small mushroom cloud. Then the bartender dropped in an ice cube-like piece of Energon that somehow caused the concoction to settle down.  
Matt stared for a minute before holding up a finger to indicate waiting before pulling out a steel credit and dipping it in, retrieving the stub a second later. "It eats metal...that's not edible in any way, shape or form," he said in a calm voice, though his eyes was twitching .

The bartender picked up the shot glass and took a small sip from it. Nothing appeared to happen except for some hot steam to spout out of his tubes. "It's fine to me," said the bartender.

Matt gave the drink a suspicious look and said, "Hey, Applejack, can you come here for a sec?"

Applejack, who was looking at the games of chance and didn't see the drink's preparation, went over and asked, "What is it?"

"Have a taste," said Matt, offering the drink.

"Thanks," said Applejack before taking a gulp, "Mmm...tangy, got a right kick to this. Hey, Twilight, come over and try this."  
Matt glared, his eyes getting a manic look before yelling "MINE!" and downing the lot, even when the bartender tried to pull it away.

"Easy, killer, you can't handle that much at once," said the bartender.

"SILENCE!" shrieked Matt before downing it all and unknowingly taking a bite out the bucket at the same time.

"Well, this will be interesting to watch," said the bartender before taking the flammable stuff out of range.

Matt seemed ok though...until Applejack tried to get his attention and noticed he was rigid. "Ah think ya might have gave him too much," said Applejack.

"Not done yet," said the barkeep, slowly inching under the cover of the bar.

"Oh, he's just faking," said Dante, "Watch this." He reached and grabbed Matt the tail.

"NO!" yelled the mares, well aware of what happens when you yank a dragon's tail.

* * *

The barkeep sighed as fire drones finished putting out the last of the fires as Twilight scolded both Matt, who looked sheepishly embarrassed and Dante...who was covered in soot and so far had only been able to make a noise best spelled as 'nnnnnnngh' whenever anyone tried to ask him something.

"I am so sorry about this," said Rarity.

"Not the first time someone's reacted to Predaking's Fury like that," said the barkeeper, "I have to ask the Firecons who try it to go outside."

"You think Dante will ever speak again?" asked Matt hopefully.

"No, he'll be fine," said the barkeep, Matt looked sad at that "Aw."

"Don't be sad," said Twilight as she patted Matt on the head only for Matt to wave off her servo and snap, "Stop that." This seemed to snap Dante out of it...the man chuckling weakly .

"I'm so sorry this had to happen in your establishment, Mr..." said Rarity, hesitating when she realized she didn't know the bartender's name.

"The name is Cryotek," said the bartender.

The name immediately had an effect on Rarity, her pupils shrinking. "Cryotek..." she said faintly as a blocked memory came barreling to the forefront.

* * *

 _Rarity burst into the boutique. "Sweetie? Sweetie Belle? We have to go!" she called urgently, the sounds of explosions outside. The devices the aliens had dropped had turned the tide with ease against the equestrian royal guard and the regular army._

 _Just then, there was a loud crash as what looked like a huge excavator smashed through a wall. The shovel arm of it spun around until it pointed towards Rarity. "Gotcha," said the excavator, the shovel opening and closing like a mouth before it reached down with the shovel open wide._

* * *

 _Rarity shook her head as she was spat out, being sent rolling across the floor and into what seemed like glass. The difference was that the view was of Equestria...and it wasn't a nice view. It showed the planet from the night side...but several large patches of the planet below were glowing orange...fires..._

 _"That'll do for now, Scavenger," said a somewhat posh voice, "I have some delicate work to do now." Rarity turned and froze when she saw a large blue dragon. He wasn't as large as some of the adults Rarity has seen, but he did look as vicious as them._

 _"And you must be the last of the set. Miss...Rarity Belle according to my intelligence," said the dragon calmly ._

 _"Who are you? Why have you brought me here?" asked Rarity._

 _"My name is Cryotek and I have brought you and your little friends here because you are the keys to finding a great treasure," said the dragon._

 _"And that's the reason you're attacking our world?" said Rarity in horror ._

 _"Well, I suppose we could have done this more quietly if I had arrived here earlier. But when you kidnap important political figures, it reduces the subtle measures you can take," said Cryotek. Rarity paled even more as Cryotek continued, "And of course, if the local multiverse authorities for this sector get wind...well, dead bodies cannot talk."_

 _"I won't let you get away with this," snapped Rarity._

 _Cryotek laughed and asked, "You think you can stop me? You can't even defeat a real dragon, let alone a being like me."_

 _"You're not a dragon?" gulped Rarity ._

 _"Well, my beast mode is certainly what you would call a dragon. Something I copied from an old protégé of mine. It is magnificent, though the arms are not as dexterous as I would prefer. Of course, the only reason I'm in this form right now is because it's something your shock can handle better. But now that introductions have been made..." The dragon's torso inverted upon itself as its hind legs became longer. A new arm extended from its right side as the neck and head moved over to form the other arm. A head emerged from the base of the tail as it clicked into place on top of the chest. "It's time to start with the experimenting," said the robot as icy mist flicked from the dragon mouth._

* * *

Back in the present day, Rarity screamed and tried to back away as best she could. "Wow. Miss, you ok?" said Matt in shock .

"It's Cryotek! He's the one who kidnapped us!" yelped Rarity.

"Rarity, what are you-" started Twilight before something seemed to snap into place, "Wait, that's right. We were taken aboard a big ship and Cryotek did something to us."

"But he don't look like that Cryotek," said Applejack, her memory apparently having been sparked.

"That wasn't me. That was my lowtech counterpart," said Cryotek, "Quite a few of us TransTech have an alternative version of ourselves in other parts of the multiverse. Some of them tend to be nastier."  
Matt glared at that before stomping over. "Everything you know, now!" he snapped .

"By the sounds of it, the Cryotek you're dealing with is the one who comes from Primax 707.1," said Cryotek as he started cleaning some glasses, "From what I've heard, that particular Cryotek is a crafty one, a master criminal organizer. When it comes to staging grand theft or tapping into ancient tech, few can match him. He's a skilled engineer, particularly when it comes to crafting bodies. Devilishly handsome and charismatic for a lowtech as well."

"Oh please, talk about being in love with yourself. Anything useful?" snapped Matt, not noticing that his new claws were tearing holes in the supposedly-invincible bar top.

"Well, he isn't just called Cryotek because of his research into cryogenics. His ice-based weaponry is best measured by your human units of Kelvin."

"We didn't have too much trouble getting through his fleet," said Dante cockily, only for Cryotek to say "Axiom and its linked verses are very, _very_ far away from the NSC. He overextended his reach and didn't expect your ships. You won't surprise him again," said the TransTech Cryotek .

"So what big treasure could he be after that requires kidnappin' all of us?" asked Applejack.

"I haven't the slightest idea," said Cryotek, "But I don't think he was chasing the wrong trail."

"Now hold up, how do you know about the NSC?" demanded Matt.

"You're not the first ship to run afoul of our quantum net. One of your military exploration ships flew into it. Sadly, one of the systems shut down before the crash landing was the dampeners," Cryotek said, the two mercs wincing. Without dampeners, the crash would have turned the crewmembers into jam.

Just then, Dante felt a lightbulb go off. "Did the ship survive more or less intact?" he asked.

"Asides from the computers' programming being fragged to pieces, its hard drives ought to still be working," said Cryotek.

"And where is it being kept?" asked Dante.

"Most of it's in the Heap," said Cryotek .

"What's the Heap?" asked Dante.

"The lowest level of Axiom Nexus where all the junk filters down to. And I don't mean just the inanimate stuff. Not a place to be going on a whim, even if you're a robot. Nobody would want to go there unless it's crucial. The ones who don't have an easy means to get back out usually never come back," said Cryotek.

"And they took the ship there?" said Dante.

"As I said, most of it. Due to the criminal element, the ship's hard drive was removed and taken under the jurisdiction of Shockwave." said Cryotek .

"And who is this Shockwave?" asked Dante.

There was a long pause before Cryotek said, "Listen, fleshy, this is for your own good: stay away from Shockwave. He's the one TransTech you _don't_ want to get the attention of. He could keep you from ever leaving Axiom Nexus if you're lucky."

"We're not leaving anyway unless we get that ship. The wormhole's at the border of the uncharted sectors on or side have things that make the quantum net look tame. We need a NSC ship to get past them intact," said Dante gloomily .

"Then you'll need to take it to someone who can fix it up," said Cryotek, "And you're not likely to find someone on the open market willing to do that."

"Can't be done anyway. The first official warships from the NSC navy needed unique drives...to stop exactly what we're planning. We need the original drives, so we need to get those drives," said Dante .

"You have no idea what getting them from Shockwave will involve," said Cryotek.

"There isn't any choice," said Matt gloomily .

"Then you're going need such a peculiar twist of circumstances that it could be called a miracle," said Cryotek.

"No...we need a distraction," said Dante .

* * *

Axiom Nexus Security wasn't the most glamorous position, what with no civil war on this Cybertron. It had been too long since there's been a Marauder raid or something. But today promised to be anything but dull.

Reports had come in of several explosions in a building project in the south districts. Nobody had been hurt yet but the explosions were getting close to doing so. Wanting a fast response to this, Chief Security Administrator Cheetor went himself. He was also able to get some backup in the form of Inspector Airazor.

"Ok, I can see it, whoever our little explosives expert is. They're not slowing down. Another blast...and it's getting close to some energon silos," said Airazor over the channel .

"Whoever or whatever's behind this needs to be stopped before the damage becomes irreparable," said Cheetor.

"Ok, you're almost there. I can see what's doing it, looks like the lizard thing we were told tore up a secure quarantine booth at the hospital near the welcome center," said Airazor calmly, "It's just round the next bend for you."

Cheetor put on more speed, which his vehicle mode was more than able to provide. "Weird...he should be reacting...Chief Inspe-" began Airazor before the line went dead.

Cheetor slowed down before reverting to robot mode. "Airazor? Are you still there?" he asked as he tried boosting the signal of his comlink. He drove around the corner at that only to see the reptile creature from the report...and it was simply standing in the street, waving a small stick. Cheetor glared, his advanced sensors able to detect the basic function of the stick. Obviously, this wasn't some stupid animal.

"Got your attention?" said the lizard creature, apparently wearing some kind of cape.

"There are serious penalties for wanton destruction and disruption of police affairs," said Cheetor sternly.

"What about saving a planet from a jerk?" said the dragon, calmly strolling back and forth .

"If there were any serious threats to Cybertron, we would have known about it by now," said Cheetor.

"No, but there will be. My buddies and me need a ship. There's one in the Heap, but your pals at whatever the equivalent of internal security are have the hard drives for the ships navigation. I want those drives back so we can go save my friends planet from a local you should have been monitoring," said the creature calmly .

"You think I would just help someone out who's just made a public nuisance of themselves?" asked Cheetor.

"Let me put it this way: one of the people you should be monitoring is acting as 'ambassador' to you guys. My people will follow him back here," snapped the figure .

"Your people," repeated Cheetor with doubt.

"The NSC. I suppose you guys don't get us much. Let me know how being nuked by a planet cracker goes for you," said the figure, turning to leave apparently.

"I think you overestimate your race's power," said Cheetor.

"Oh, I don't think so. They're just as good as razing planets as the next lot," called the figure.

"No, I mean your race's navigational power. The NSC has only been able to venture onto a fringe part of the Malgus universal stream. I doubt they could figure out the advanced transwarp physics required to reach this Cybertron," said Cheetor.

"We don't need to. This guy _will_ be taken down...and when he is, the NSC will go through his flight logs and take his ship's drive apart. And when they do, you think they'll be happy when they arrive?" said the figure coldly.

"Wait, who are you talking about?" asked Cheetor.

"Let me tell you this. You think we're primitive, sure, do that, but at least we keep an eye on local villains. You can't even be arsed to keep an eye on your Cryotek versions," snapped the figure.

Cheetor did a quick look at the multiversal database. "The only Cryotek that could be a threat to your race is supposed to be trapped between dimensions," said Cheetor.

"Newsflash: Nullspace _is_ between dimensions," said the figure sarcastically, "Oh wait, you not only don't bother to keep track, you dump them on our doorstep."

"Do you expect us to know every single crevice of the omniverse?" asked Cheetor, "It's a hard enough task monitoring our multiverses without worrying about other multiverses. Cryotek is supposed to be suspended in the void between dimensions. He shouldn't have been able to escape, he barely had enough power to survive there."

"We live there...and if you think the NSC are bad, you'll be in deep shit if he pisses off the Combine," said the figure angrily .

"Look, do you think it's our job to make sure no Cybertronian villain escapes our multiverse?" asked Cheetor.

"Yes!" snapped the figure.

"Well, I'm pretty certain your NSC isn't any more omniscient than ours," said Cheetor, "We monitor the other universes for any threat that's larger than the local group of Autobots or Decepticons can handle, typically the dimension-spanning threats, and send special reinforcement if it's needed. Most megalomaniacs dream of conquering all of reality, but few ever are in the position to do so and this Cryotek should have failed his chance quite some time ago. What world of yours is he attacking anyways?"

"Er, well, it's not really one of our worlds," said the figure.

"So now you are judge and jury too?" said Cheetor.

"Hey, at least I'm trying to be responsible," snapped the figure.

"Responsible? What would your kind know of responsibility? We've observed the NSC and their skirmishes with the Malgus Decepticons. You're not even trying to distinguish the few Autobots mixed up in your crossfire," said Cheetor.

"12 billion," said the creature simply, causing Cheetor to pause, "That's how many were dead by the time we managed to get the navy in. Would you bother to distinguish if that was the body count on your side?"

"Not all universes are meant for colonizing. Perhaps you should have looked before you leaped," said Cheetor.

The creature turned at that, the 'cloak' spreading out into wings before it leaped forward, knocking Cheetor back. "WOMEN...AND...CHILDREN...UNARMED CIVILIANS!" it roared.

Before it could attack again, a twin-nose jet practically dropped on the creature, shifting into robot mode just before impact. "You are under arrest for wanton destruction, false alarm making, and assaulting an officer," said the bot as she tried to clip some Minicon-sized status cuffs on the creature.

The creature just snarled before easily snapping them. "I'm sorry, it's rude to interrupt," it snapped before punching Airazor in the face before an aura surrounded it and pulled him off.

"Matt, back off," said Twilight, her three magic projectors shimmering as she stepped out, "This is not helping our case."

"Is this with you?" snapped Cheetor.

"Yes, he's our friend who's been helpin' us try to get back home," said Applejack as she walked out.

"He has a strange way of going about it," snapped Cheetor, Airazor saying dizzily "Got a good right hook though."

"For the record, I suggested a more civil means of contacting you than making a menace of himself," said Rarity as she stepped out.

Cheetor nodded before pausing, "Wait...you're the one from the welcome center last week. The one the ID bolts couldn't analyze."

"They didn't have any easy job with us either," said Applejack.

"We really need to get home. This Cryotek attacked our world for no reason...and turned us into this," said Twilight .

Cheetor turned towards Matt and said, "You could have been more descriptive with what havoc Cryotek was causing."

"You just told us that 12 billion is just a statistic? What's another planet after that?" said Matt darkly, made worse by the fact he had a point .

"The difference is that you stumbled into the Malgus stream while Cryotek-" started Airazor.

"Not helping, Airazor," said Cheetor before rubbing his forehead, "This is gonna mean a nightmare of paperwork."

"We just need those starter drives. That cruiser is intact from what I hear. It'll get us all the way back, maybe even find Miss Sparkle's other friends," said Matt, calling down but still glaring .

Miss Sparkle?" asked Airazor skeptically.

"Shut up! Look, the drives are apparently in the care of somebody called Shockwave..." said Matt before pausing as the two officers looked shocked.

"I think you need to consider finding another ship," said Cheetor, "You have no idea what Shockwave could do to you if he finds you interesting enough to study, let alone trying to steal from him."

"We'll be shot down if we try one of your ships," said Matt simply.

"Then get another ship," said Airazor, "Hey Cheetor, isn't there an old X-Wing he can take?"

"I wouldn't send a salvage drone off in that ship," said Cheetor.

"A one-man stub fighter...for 5 people plus two combat mechs...oh and Star Wars tech is illegal in the NSC," said Matt cheerfully.

"Well, at least you're not completely backwards," said Airazor dryly.

Matt glared at that. "We...need...those...drives. I'd prefer to do it without blowing crap up, hard as that is to believe," snapped Matt.

Cheetor sighed and said, "I suppose there may be some forms to sign to make Shockwave relinquish those drives."

"Uh, I'd like to get back to that planet before it's reduced to a cinder and I'm not sure if dragons are supposed to be as long-lived as they're said to be," said Matt.

Cheetor glared at that before realizing that, if Shockwave _did_ have the drives, he'd make it as hard as possible to even look at them. "Fine..." he said reluctantly.

"Great, you can get off my back now, miss," said Matt.

"No, you're still under arrest," said Airazor.

"Hey, we're on the same-" snapped Matt before Airazor slammed his head into the ground, "Ow! Police brutality! Police brutality!"

* * *

Dante couldn't help but laugh when the group came back. "So, how long will he be locked up? Oh, and will he be in the jail or the reptile house at the zoo?" he teased happily .

"Oh, maybe a solar cycle," said Twilight, "I think that's about a day."

"Good, he's our pilot so we'll need him, mutant freak or not," said Dante .

"What, you can't fly?" asked Applejack.

"Not with Lynch's skill, as much as I'd love to leave him here," said Dante gloomily.

"I wasn't plannin' on leavin' him, just wonderin' why you had him do all the flyin'," said Applejack.

"Cause he's a better flier...just his landings need work, that's all," said Dante.

"So, how are we supposed to get those spaceship parts?" asked Rarity.

"Well, we need to get inside first," said Matt, looking thoughtful, "By the way, what the hell's a MacGuffin?" pointing out a sign on a wall and jumping as a blast of plasma incinerated it. "I need to control that," he said sheepishly.

"A MacGuffin is an item of usually indeterminable origin, but great significance. They usually contain great power of some kind," said Cheetor.

"Well, we're safe then," said Dante calmly.

The mares exchanged nervous glances before Rarity said, "Any suggestions about how we do so?"

"Miss, I think you'd best wait back here," said Dante, "You don't have enough firepower to cover yourself when a fight breaks out."

The others gave him a look. "What? There's bound to be a fight, particularly if Lynch is involved."

"I object to that comment," snapped Matt, slapping Dante across the back of the head and jumping as Dante was sent sailing into some rubble. "Oopsie," he said to the glaring mares.

"I am not useless, I'm just...out of my element," said Rarity.

"That's puttin' it mildly," said Applejack, glancing about at the bustling city.

"Rarity, perhaps you should focus on another part of our mission, like finding that ship," said Twilight.

Dante said dizzily, "I can help with that, mummy."

"You have been warned about the Heap, right?" asked Airazor.

"I am in one hell of a bad mood. I've been set on fire by farts, put up with a moron for a partner and punched into a wall. Anyone gets in my way, I'll blow their ball bearings off!" said Dante before yelling the last part .

Airazor briefly glanced at Dante before saying, "He'll be fine."

Dante and Rarity headed off at that, Rarity wisely staying a few steps behind. "Ok...so how do we get into this Shockmoron's lab?" he said, the others looking surprised before looking a little scared. "What? Like we have anything to worry..." he said before a dozen charging noises were heard. "He's right behind me, isn't he?" Matt said bluntly.

"You are not difficult to find," said a cold voice. Matt turned around to see a tall purple cycloptic Cybertronian with two large blaster attached to his shoulders, both of them aiming at Matt. Behind him were tall, heavily-armed, and utterly silent troopers.

"Oh...biiiiig…" said Matt in a tiny voice.

"I believe Cheetor had inadequately stated the charges on you. He neglected to add that you've smuggled in several living MacGuffins and a possible Prime," said the purple bot who was doubtlessly Shockwave.

"A what now?" said Matt innocently.

"Don't pretend to be ignorant. You're almost a MacGuffin yourself," said Shockwave, a gleam of scientific curiosity in his single optic that made Matt rather uncomfortable.

"I'm not a MacGuffin, I'm a Lynch...and depending who you ask, a raging psychotic," said Matt loftily.

"Then perhaps you'd like to explain how you just happened to transform into a dragon for no apparent reason," said Shockwave.

"I'd like to know that too. Last time it was ca...wait, I don't have to tell you jack shit. Fuck off, toaster!" snapped Matt, kicking Shockwave's foot and hopping on his other with a yelp.

"I'll add 'assaulting a military officer' to the list of charges against you," said Shockwave, "Now come along quietly and I shan't have to do a dissection."

"Touch me and I'll bite your fingers off!" said Matt bluntly before Shockwave's hand covered his entire head and lifted him up. "I see the flaw in my plan but I still claim moral victory," said Matt's muffled voice, crossing his arms.

Now, the two of you shall be coming along," said Shockwave, indicating Twilight and Applejack.

"This could be taken as a declaration of OW..." said Matt's muffled voice before Shockwave zapped him.

"Your rights are void, criminal," said Shockwave.

"Military police brutality!" snapped Matt, yelping as he was zapped again.

* * *

The Heap, or the Indirect Reclamation Zone as it's officially known, was considered no bot's land for good reason. It was pretty much a wasteland in every sense of the word, particularly that it had an enormous amount of scrap that has been left rusting for years.

Dante however felt in his element. His world had unfortunately been classified as Class Z after a zombie outbreak so seeing such wastes just reminded him of home. "Smell that air," he said, pulling out a handheld scanner before turning back to see Rarity still in the travel lift. "What? It's just dirt. It was alot worse back at my Earth," he said.

"It just looks so...unsanitary," said Rarity.

"You're a robot now. You don't have to worry about getting germs," said Dante.

"But..." began Rarity before Dante caught on.

"Oh...is someone scared of getting dirty?" he teased.

"It takes a lot of effort to maintain a pristine appearance," said Rarity.

"Well, tough. We'll take you to a car wash later," snapped Dante, grabbing her and trying to pull her out.

Rarity clung to the lift and said, "I'm not stepping out into that garbage dump."

Dante glared before grabbing a handful of dirt. "Then the dirt comes to you," he said, tossing it at her. The dirt stopped in midair as a bright blue glow enveloped it. "What the-" started Dante before the dirt was flung back into his face.

"I may still be a robot but I still have my old tricks," said Rarity before her horn pulsed. "Hello? What's this?" she asked before jumping out and following her horn like it was a divining rod.

"What the hell are you doing?" asked Dante scathingly as he wiped his face.

"It appears there are some gems here of some variety," said Rarity.

"Here? The only gems will be the crystals in the engines of that battlecruiser we're after," snapped Dante, before pausing.

"Well, that would certainly be worth looking for," said Rarity.

"Lead the way," said Dante, checking his rifle before looking up. "Wait...one more thing," he said, apparently aiming at Rarity.

"Wait, what are you doing?" asked Rarity.

"Hold...still…" said Dante carefully before firing, sparks appearing from midair beside Rarity, before a Cybertronian, minus its head appeared. Rarity stared at the robot crumpled over. "Don't forget, this is a lawless zone. We'll be lucky to get halfway to that ship without whole gangs showing up to strip us apart," said Dante.

"You didn't have to shoot him," Rarity said in horror as Dante kicked the robot to make sure, before pumping a few round into its spark chamber.

"Ok, next time I'll let them do horrible things to you." he said sarcastically, "And I'd find a way to upgrade yourself. Don't want to play escort to dead weight all the way there."

Rarity glared at that as the group walked onwards, deeper into the wastes...

* * *

Rarity shuddered as Dante fired a burst above them, something sent skittering away. "No wonder they keep people to the city. Hate to see this on the tourist brochure," he muttered.

"What's the worst sort of creatures they could have down here?" asked Rarity.

"How should I know? Couldn't be anything bigger than them at least," said Dante.

Rarity shuddered before pausing, a tiny metallic creature staring at her from a pile of junk. The creature had a large round head with equally large eyes on a small spider-like body. "Oh, hello little thing," said Rarity, "Are you looking for food?"

The creature cocked its head before scuttling away.

"Hey, horseface, we're not here to make friends with vermin," said Dante rudely.

"Urgh..." muttered Rarity before continuing to follow, Dante snapping "Keep scanning, we need that ship."

"Alright, alright, there's an art to this you know," said Rarity before she turned on her gem-finding spell.

The group carried on slowly, not noticing that there weren't just vermin watching them.

* * *

The Heap certainly did have a large collection of bandits, bots who had been forgotten by the TransTechs and left to eke out an existence down in the dumps. "Why did we have to be dumped on this world?" grumbled Cutpurse, "They couldn't have just sent us back home, could they?"  
"I dunno, maybe cause we tried to rob one of their banks the minute we landed?" said one of them others, called Slasher.

"It's not like they were spending any of their money," said Pickpocket.

Slasher just facepalmed at that. "Look, we should just make the best of things for now. It's not like two idiots are going to fall right into our laps," he snapped before the two paused, watching as a human and a small Cybertronian quadruped walked past their hidey-hole. "And it's not like it'll rain energon cubes on us suddenly," said Slasher casually.

The trio looked up expectedly before Cutpurse said, "C'mon, let's just get them before the scavengers do."

"Uh, aren't we the scavengers?" asked Pickpocket.

"Shut up and roll out...and keep a low profile. That organic's gun looks nasty," snapped Slasher .

* * *

"How much longer is it gonna take?" griped Dante.

"As long as it has to," snapped Rarity, Dante's attitude and the disgusting state of this place wearing thin on her nerves.

"Good, just hurry up. The sooner we're behind 30 feet of NSC armor, the happier I'll be," said Dante, keeping a look at their surroundings.

"Assuming your ship hasn't been used as a trash bin," said Rarity.

"I doubt it. We're not that unlucky," said Dante calmly, before snapping, "Now less talking, more scanning." A skittering noise was heard at that, the duo turning to see the robot skitterers Rarity had seen earlier. "Oh, great, wasteland critters," said Dante sarcastically, "Please tell me they're not here to sing a song or something sappy."

More and more of the 'critters' continued to emerge though before they all opened their mouths to show rows of rotating buzzsaw teeth. "Uh, I think they found the food they were looking for," said Rarity with worry.

"Oh please," muttered Dante, firing a grenade into the horde and sending them scattering, though the fact that their eyes were still visible indicated they hadn't gone very far.

"Those creatures remind me of parasprites, I hope they're not as hungry as them," said Rarity.

"What is there to eat around here?" snapped Dante before paling as Rarity said weakly "Us?"

"You can move faster with that scanning, right?" asked Dante.

"Well, I suppose I could skim, though I won't be able to home in precisely," said Rarity.

"How about we get to safer ground then you can narrow the search?" suggested Dante.

"Wait...it's close...there," said Rarity, before pointing...to a ravine edge.

"Of course, it couldn't be easy, could it?" grumbled Dante.

A metallic buzzing was heard at that, the two turning to see more of the creatures heading for them. "Run," said Dante simply.

Rarity didn't need more encouragement and quickly sped off, her four legs making her more stable on the shifting junkscape. Dante ran close behind as fast as he could, the two scrambling as fast as they could from the hungry scraplet swarm. Dante fired back at them, but the few he hit barely made a dent in the swarm.

* * *

However, on a ridge, the three bandits were watching. "Well, what do you know...a scout and some human," said Slasher smugly.

"But look at the two of them. They don't look like they're carrying anything worthwhile on them," said Pickpocket.

"I'm more interested in what they're looking for. The quadruped's scanning for something and if it's important enough for an escort then it's worth taking...and if those scraplets eat them then we'll never find it," said Slasher coldly.

"And what if the scraplets decide to have us as the second course?" asked Cutpurse with worry.

"You honestly think we've lasted this long hiding in their territory by luck?" said Slasher smugly, unclipping an orb from a hidden compartment.

"We were in their territory?" asked Cutpurse.

"Yup, now I'll show you how. Remember, till I say otherwise, we're their best friends," said Slasher warningly, tossing the orb out where a shrieking noise filled the air, causing the scraplets to apparently panic, running into or even attacking one another.

"Didn't think scraplets were vulnerable to sound," said Pickpocket.

"They are if you know the frequency," said Slasher.

"So we're just gonna wait until those varmints eat those guys?" asked Pickpocket.

"No, get down there and get them out of harm's way, NOW!" snapped Slasher.

"Why me?" asked Pickpocket.

"Why not? You want the loot to get chewed up?" snapped Slasher.

Pickpocket gulped before transforming to his vehicle mode, a dune buggy, and driving down towards them, all the time muttering to the Allspark that the scraplets wouldn't snap out of their panic and see him.

* * *

Dante and Rarity had reached the edge of the crevice before the swarm came down on them. "I'll give you a golden horseshoe if you say the ship isn't down there," said Dante as he turned back and shot at more of the scraplets.

Rarity just gulped before managing to cast a magical flare down, the light briefly revealing what looked like a supersized version of a submarine conning tower, only more...organic. "Oh, come on," groaned Dante before a high pitched whine filled the air, causing the two to cover their ears...which was more than the scraplets did, apparently freaking out big time.

Rarity looked up to see a dune buggy heading their way. "Is this a rescue?" she shouted over the whining.

"I wouldn't count on it!" Dante shouted back.

"Get in me if you want to live," said the dune buggy before yelping as Dante aimed at it.

"If this is a trap, you'll need more than detailing when I finish," he said nastily.

"Uh, would you believe I'm doing this out of the goodness of my spark?" asked the buggy.

"No, I wouldn't believe it even if you were organic and we weren't in a scrapyard or about to be eaten by metal bugs," said Dante.

"Oh, be quiet. It's better than being eaten," snapped Rarity, climbing in before wincing as something went 'squelch' as she sat down. "Please tell me I didn't just sit in something," she said.

"You didn't just sit in something," said Dante bluntly, getting in and standing in the other seat, bracing himself and his gun against the roll bar. "Move it, tiny," he called, noticing some of the scraplets apparently getting their marbles back together. The buggy didn't need any encouragement and quickly started rolling.

After a few minutes' drive, the trio had turned up at what looked like an abandoned Cybertronian ship, gaps in its hull and the lack of engines indicating it had been gutted years ago.

"I've seen roaches check into better motels than this," said Dante.

"I'm sorry if it doesn't meet your standards," said a cultured voice, the two turning to see a TransTech standing behind them.

"What's a hi-tech guy like you doing in a dump like this?" asked Dante.

"Don't be so rude," hissed Rarity.

"A...misunderstanding with the security services. Till it's all sorted out, I have to stay here," said the TransTech calmly, "Allow me to introduce my companions, Cutpurse and Pickpocket."

Cutpurse, who was sitting nearby, raised a servo and said "'Sup?"

The dune buggy said, "I'd shake your hand but you're standing on my foot." Rarity quickly hopped out of the vehicle. Dante hopped out too before the buggy transformed. "Ah...finally...why does my vehicle form have to put my feet as the seats?" Pickpocket moaned.

"Could be worse. It could be your hands instead," said Cutpurse.  
"Enough, you're boring our guests. So, what brings you to scraplet country?" asked Slasher .

"Scrounging," said Dante before Rarity could say anything, "I heard this is the best place to find some scrap material that they don't sell upstairs."

"Strange, plenty of scrap dealers in the main city. There's no restrictions on scrap as far as I am aware," said Slasher smugly.

"Oh, we're very picky about the type of scrap we're looking for," said Dante, "Not just any piece of metal would do."

"Indeed, my creations only need the finest material," said Rarity suddenly, "Artists need the best."

Cutpurse and Pickpocket rolled their optics and said in an exasperated tone, "Artists."

"Is there something wrong with artists?" said Rarity haughtily.

"Other than the fact that they usually turn off their logic circuits?" asked Pickpocket dryly.

Dante, quickly getting the scheme, said coldly, "Miss Rarity is very specific, enough to hire the best. If you insult her again, I will be forced to blow your kneecap off and remove your voice box." winking at Rarity.

"Believe me, he's brutish enough to do it," said Rarity.

"I'm not paid for my personality," said Dante coldly, to the internal amusement of Slasher. As if an artist would come personally.

"So, what type of metal are you looking for so exclusively?" asked Slasher smoothly.

Rarity paused at that, before saying, "Precious metals, platinum, that sort of thing."

"Precious metals? Down here? Even I don't buy that," said Cutpurse.

"You'd be surprised what ponies throw away," said Rarity .

The three scrappers looked at Rarity, causing her to mutter, "Oops."

"Oh, you know how crazy artists are," said Dante, "She has a tendency to think like a horse. Faulty insulation from her beast mode programming."

"Of course, so...why this sector? The scraplets'll eat anything with metal in them," said Pickpocket, showing unusual thinking ability.

"Well, I can't pick where my-" started Rarity before Dante butted in, "Metal detector. She's fine-tuned her metal detection ability to look for gold, silver, and whatnot. Kinda wish I had one like her back on Earth."

"Of course, you'd realize this place is where they dump the old ships. No gold here. Everybot knows that," said Slasher smugly .

"Well, I'm an offworlder, what would I know?" said Rarity.

"Then you should be in the city...unless, there's another reason...like the ship at the bottom of the ravine?" said Slasher smugly, his fingers extending into his namesake's claws.

"Precious metals on a ship? I thought there wouldn't be pirates here," said Rarity.

"That ship was dumped here stellar cycles ago...and it's made of something the scraplets can't stomach. Nothing is that secure unless something valuable is on it. And now someone with the same symbol on its gear has turned up," said Slasher, pointing to Dante's shoulder.

"What? This old thing? I got it at a retail store," said Dante.

"Organics, they always presume we can't tell how old some armor is...and that's brand new," said Slasher smugly, before making a swipe as Dante raised his rifle to fire, the rifle falling into several neat slices . "Now, let's move on past the niceties. The two of you know how to get on that ship and we are going to the valuable stuff aboard it," said Slasher.

"You think just because you're bigger than us you can push us around?" snapped Rarity.

"Oh, we don't have to be bigger than you to be a threat. Those scraplets are smaller than you and they can be quite deadly if you don't have a way to repel them and I doubt you'll be able to manage it on your own if I just booted you out now," said Slasher.

Dante glared at that, his hand slowly inching to his grenade belt. However, Pickpocket had very acute optics and was able to see what Dante was reaching for. He pointed his gun at Dante and hit him with a concussive blast.

Rarity yelped as Dante went sprawling. "Ah, ah, ah...be gracious guests or I'll have to ask you to leave, one bit at a time," said Slasher evilly.

"That treasure is no good to you," said Rarity.

"I'll be the judge of that. Lead on, Equinicon," said Slasher.

* * *

Meanwhile, back with our other heroes, Matt was busy being a guest of Shockwave's division and he was making sure the scientist regretted every second...helped that so far, his scales had proven impervious to the scientist's tools. He was doing one thing that his commanders had told him would be considered treason, the reason anyone going after him had orders to gag him on sight: he was singing.

The atrocious noise was almost enough to fry Shockwave's circuits. If he didn't have a white noise projector in his lab, things would have gotten rather messy. His guards had not proven as lucky, at least two having run away screaming before the projector had been powered up.

"Note to self: first part to remove from organic subject, voice box," said Shockwave.

Matt smirked. "Let me go or I sing 3000 bottles of beer on the wall," he said, before, to Shockwave's surprise, Twilight yelled "NO!"

"Please, Ah can't take more of it," groaned Applejack.

Shockwave paused before looking at the others and reaching a finger towards the projector to turn it off. "Then please, cooperate...or I turn the projector off," he said.

"If you expect us to reveal the secret of making ponies into robots, we don't even know it ourselves," said Twilight.

"That would be a start but I am more curious as to why you were made," said Shockwave.

"How the heck should we know?" asked Applejack.

Shockwave turned the projector off at that, only to glare as Matt stayed silent with a smirk. "I don't do requests," he said cheekily.

"Seriously, we got abducted from some whackjob super villain who messed with us for who knows what reason. Ah don't even remember bein' put in this body, which is probably just as well," said Applejack.

"Your memory banks were damaged in whatever was done," said Shockwave, looking at his readings, "Naturally, you will not be able to leave Axiom Nexus. Not until these energy signatures are analyzed, which should take 443 stellar cycles."

"I'm not waiting over a year. My home needs me now," said Twilight.

"I said stellar cycles, not solar cycles. That's about a year in your time units," said Shockwave.

"Ok, that's even less acceptable," said Twilight, "I'm a princess and I demand to be let go."  
Shockwave looked at her at that, "Princess...is that your Cybertron's word for 'Prime'?"

"We're not from Cybertron. We were organic lifeforms from Equestria," said Twilight.

"Well, that's no longer the case, but your previous rank may make you Prime material," said Shockwave.

"Well, Fortress Maximus did call me-" said Twilight before Applejack gave her a warning look.

"Hmm, in that case, I suppose I better give you a routine Matrix check," said Shockwave before coating his servo in a sterilizing agent, "Now, just remain still and you should feel a minimum of discomfort."

"Oi! No touchy! Her system's in NSC territory!" snapped Matt .

"I don't see your name on them," said Shockwave in a rather childish tone, perhaps a sign that Matt's singing had slightly unhinged him.

"I said no!" snapped Matt, trying to pull free.

"You know, that projector can do more than neutralize sound," said Shockwave before sending a wireless command. Immediately, Matt's containment cell started projecting an extremely high-pitched sound that soon had Matt to his knees. Matt covered his eyes, soundlessly screaming, his eyes feral slits. Eventually, the sonic blast knocked him out.

"You'll pay for that," said Applejack as she strained against her restraints.

"He is unconscious right now, unharmed except for a temporary deafness for when he awakes," said Shockwave, "I do try to keep specimens in pristine condition before I work on them."

Cheetor was also present, if only for questioning and said in shock. "And if the NSC find out? If one of their teams got here, others can too."

"Unless his longevity mirrors that of other draconic species, I doubt he'd live long enough to tell about this," said Shockwave.

"Ah think what Cheetor meant was that I doubt they'd take kindle to comin' here to find out you cut up one of their kin," said Applejack .

"The NSC still stumble around their section of the omniverse. The odds of them finding out how to get into one of the interior timestreams, let alone ours is microscopically small," said Shockwave, "Besides, we have sufficient technology to repel them if need be."

Matt groaned at that, chuckling, "Last I checked...we were winning hands down." before Shockwave turned. "25 battles...15 wins," he laughed, the sound blast having caused a few screws to come loose in his head.

"You have a considerable sensory recovering factor," said Shockwave, clearly unperturbed by what Matt just said.

"You touch me and the NSC navy will turn this entire sector to fucking molten slag," said Matt darkly.

"And what value could you be to the NSC that they'd wish to inflict genocide?" asked Shockwave.

"Well, look at me. How many of my kind do you think they got over there? And splitters don't count. They don't breathe plasma," said Matt.

Shockwave peered closer. His scanners could detect the automatic tracker from the creature's nanites but as such signals were one way, there was no way to tell if it was being received. There was an equal chance that a battlegroup was already on its way to recover their wayward trooper...especially if his abilities were unique.

"There may actually be some truth to that," said Shockwave, "Well, I suppose I can't keep you for long. Just long enough to extract some cloning material."

"Hey, only one Matt per multiverse. You'll rip reality to shreds," snapped Matt. Shockwave paused at that, unsure if the creature was bluffing or not. "Or at the very least it'd mean the end of your civilization," said Matt, "Seriously, how can you even imagine there being more than one of me in the same place?" Shockwave visibly shuddered at that.

"Besides what would we gain out of studying his biochemistry?" asked Cheetor.

Shockwave gave him a sharp look and, "You are not here to judge, captain. You are on thin ice at the moment and I suggest you withhold your input unless it counts."

"Weaponized plasma...nanotechnology eons ahead of your own," said Matt in a dull voice.

"Preposterous, no organic could surpass Cybertronian technology, especially TransTech technology," said Shockwave.

"Atlantean biotechnology is 2540 years ahead of your most advanced research," said Matt in the same monotone voice .

"Atlantean? As in the organic colony that sank itself?" asked Shockwave derisively.

"In one reality...my memory does not extend that far. My systems are limited to what information my host has," said 'Matt'.

"I'm not surprised such advanced technology has a separate mind considerably more intelligent than its host to operate it," said Shockwave.

"Note, under Atlantean martial law, attempting to sample or clone Project Khan nanotech is classified as a hostile act," said Matt dully.

"Atlantis is long dead," said Shockwave dismissively.

"Non-compliance noted," said Matt calmly before simply leaning back.

"In the meantime, identifying the method of converting non-humanoid organics into functional Cybertronians will be a great asset," said Shockwave as he approached the mares.

"Attacking timeline alphas is a criminal offense," said Matt dully.

"Somehow I liked it better when Matt was actin' loony," said Applejack.

"You are not authorized for this timeline," said Matt dully.

"Ok, can you switch his personality back on? He's starting to creep me out," said Twilight.

"Why would I want to do that?" asked Shockwave.

"To prove you can," said Twilight.

There was a long pause before Shockwave said, "You are cleverer than I had surmised."

The VI in Matt's mind however was hard at work, it had slowly been leaning into the restraints, stressing them without even a squeak. Contrary to its perceived emotionlessness, it was capable of tapping into a dragon's fury, once it had gotten access that is. It had also accessed the situation as logically as it could. This 'Shockwave' was no doubt going to remove and reverse engineer it as well as the timeline alpha's. This was unacceptable. Diplomacy had clearly failed, that left one remaining avenue of response.

Shockwave motioned for one of his silent troopers to remove Matt from his pen and place him in storage. Matt seemed indifferent at first, but once the white noise projector was shut down, he let out an ear-splitting bellow. The guard staggered back before Matt shot upright and shoved his clawed hand through its head, spinning the body to absorb fire from the other guard. "Your lack of cooperation has been noted. I am authorized to neutralize all threats," he said coldly.

"And I am authorized to terminate test subjects if necessary," said Shockwave before pressing a button.

A large panel of the wall shifted apart, revealing a round container with a slightly M-shaped hatch on the front. "A Plasma Energy Chamber? Aren't those strictly contraband?" asked Cheetor.

"Plasma energy is not a MacGuffin, it is understood technology and I have gained a sufficient understanding of plasma energy," said Shockwave.

Matt simply cocked his head like a confused bird before grabbing the container, the field starting to diminish. "This weapon is flawed," he said.

But soon, the field began to grow stronger and Matt started feeling weaker. "I had a feeling your plasma powers including plasma absorption," said Shockwave, "But the absorption program of this PEC is stronger than your own. Which is just as well, because the energy within this container would be more than sufficient to overload your natural reserves, which is not something I wish to happen in my lab."

"You will not succeed..." said Matt darkly, before he shoved his fist through the PEC, making for the door.

"Stop him, containment fire only," commanded Shockwave.

Two guards lunged at him, only for Matt to flip past them, raking his claws along their chest sides as he went, disabling them before jumping up and into a vent. "Y'all having trouble?" said Applejack smugly, glad to see this jerk having trouble.

"Your friend has a limit range of movements. He will not be able to escape Axiom Nexus and the authorities will be in hot pursuit," said Shockwave, "For his sake, you better hope he's captured quickly. Among the Decepticons, I'm one of the least likely to prefer destruction over capture. There are several other military officers who would have no qualms in reducing your friend to carbon waste."

"Shockwave, he broke out of here without even trying...or whatever is controlling him did. That's not an organic mind at the controls," warned Cheetor, saying, "I'm not going to place my officers at risk going after that thing."

"Shall I call for other military officers then? I'm sure Brawl and Onslaught will relish the challenge," said Shockwave casually, "I suppose if we're desperate, I could contact Megatron. But I'm sure no one here wants that."

"He's like a spooked timber wolf. We got one on our farm back home. Y'all chasin' him will just get your bots and him hurt," said Applejack .

"Are you suggesting we use bait then?" asked Shockwave dryly.

"Ah don't see you havin' much choice unless you want to explain to this here Megatron y'all let an armed monster loose," said Applejack.

"Of course, it's a simple plan, set up bait for a dragon. We'll just chain up a princess where he can..." said Shockwave sarcastically before his head turned towards Twilight, "Ah, I forgot, we _do_ have a princess available."

Twilight gulped at that.

* * *

Meanwhile...

"Ok, let's keep moving, don't want to get left behind, eh?" said Slasher evilly, Dante and Rarity being led through the heaps wastes and down a path into the ravine. "Ok, just in case...Pickpocket, go see where the defenses are this time," ordered Slasher.

"What? Why me?" protested Pickpocket.

"Because you're faster on your wheels than Cutpurse," said Slasher.

"Oh, sure, like I couldn't move faster than a mailvan," said Pickpocket sarcastically.

With that, Pickpocket slowly headed out towards the only visible part of the ship. A second later, a deep voice echoed in all the Cybertronians' heads "This ship is NSC naval property. You do not have clearance. You have 10 seconds to withdraw."

Pickpocket quickly started backing up only for Slasher to say, "What are you doing? We don't get anything by just quitting."

"Your failure to withdraw has been noted. Lethal force authorized," said the voice, a piece of rubble knocked away to reveal a large blaster that fired a beam that engulfed the top half of Pickpocket, just leaving his twitching lower half.

"Every bot for himself!" yelped Cutpurse before turning to run.

"Ok, Mr. Human, tell your ship to back off," said Slasher, aiming a claw at Rarity's spark chamber, "Or the Equinicon has an accident."

"Well, since you asked so nicely..." said Dante sarcastically before walking towards the ship. Several of the other guns folded out at that before aiming at Dante. "Scanning...NSC tag detected...switching to secure channel," said the computer before the Cybertronians yelped and covered their ears when possible as the ship flooded their heads with static. "Encryption secure...Identification please," said the computer, only Dante able to hear clearly.

"Captain James Dante," stated Dante.  
There was a pause at that before the computer said, "Unable to verify...database update required. Stand by for nanite scan."

Dante looked over his shoulder and said, "This is gonna take a while."

"Scan complete...identity confirmed. Welcome Captain. Please note...FTL drive systems are offline. Data drives have been removed by unknown target," said the computer.

"They don't make ships like they used to. Lousy budget cuts," grumbled Dante.

"Hey...you finished? When I get bored, I get twitchy," called Slasher just as the computer asked "Should the other targets be neutralized?"

"No, not right now," said Dante.

"Confirmed...disabling perimeter defenses. Welcome to the Aurora. Deimos Class...registry code, DR-171D," said the computer, a hatch opening.

"Excellent, the spoils await," said Slasher, "Cutpurse, get over here. We're going to need your moving van mode to haul all this out."

"It's not a moving van, it's a-" started Cutpurse when there was the whoosh of VTOL turbines overhead.

Everyone looked up to see a certain brown twin-nosed jet hovering down. "Slasher and Cutpurse, you are under arrest," said Airazor.

Slasher and Cutpurse looked up at that before Slasher held up Rarity. "Ah, ah. Officer, I've got a hostage," he called.

"Release the hostage and I promise I'll take you in instead of just leaving your shells here to rust," said Airazor as weapons extended from her undercarriage.

"Warning...hostile airspace breach," said the Aurora's computer, still only heard by Dante, who till that point had been pleased to see some cops turn up. "No, no, no, abort, abort!" he said desperately as a blaster unfolded and turned to aim at Airazor.

"Airazor, I think you should move quickly," said Rarity.

The warning came too late as the same disintegration blast shot out, clipping Airazor's wing . Airazor let out a cry of pain before she started falling. Fortunately, she was able to shift to robot mode and land on her feet.

Unfortunately, it allowed Cutpurse to aim his blaster at her. "This must be, as you humans say, my birthday. A treasure ship _and_ an inspector of the Security Services," said Slasher happily.

"Just because I'm grounded doesn't mean I'm defenseless," said Airazor.

"Sure, be vaporized, that thing seems to like shooting armed Cybertronians," sneered Slasher.

"You think all my weapons were in my vehicle mode?" asked Airazor as she drew a gun.

On cue, the gun that had shot her down turned to aim again, though it didn't fire...yet. "It looks like the system doesn't recognize melee weapons, unlike that blaster," Slasher said gleefully, scratching Rarity's finish as proof.

"You are going to pay for that," said Rarity, "I mean that quite literally. You had better have enough credits to cover my paint job."

"Shut up. Inspector, you're going to help clear out any surprises in this ship or I'll show how little the ship cares about my claws by dismembering this bot," said Slasher coldly.

"I wouldn't count on profiting from this," said Airazor, "Security Administration will not stand for this behavior."

"That all depends if I leave witnesses or not," said Slasher, before saying, "Onwards, inspector. I'm getting bored and you know my record very well to know what will happen."

"Of course," said Airazor before walking towards the ship.

Dante glared as Airazor walked up. "So...how's the rescue going?" he muttered sarcastically.

"I haven't played all my cards yet," said Airazor.

"Hope they're good ones. The ship's programmed to shoot anyone who draws a firearm who isn't me," hissed Dante.

"I know what I'm doing," said Airazor as she covertly pressed against her insignia which flashed for two seconds.

"I hope your friends turn up soon. Dealt with this sort of guy before. He'll kill Rarity at the first sign of a cop. We're lucky he didn't when you popped up. Call them off or she's dead," Dante hissed.

"Oh, they're not coming to us," said Airazor, "We're coming to them."

"Great, you really don't know what this ship's capable of, do you," muttered Dante coldly before saying, "How many men?"

"Oh, hard to tell, at least three," said Airazor.

"All of them dead. This is a warship that makes our planet crackers look like haulers. You idiots only stripped out the navigation systems. Its targeting AI will flick them out the sky the second it realizes they have hostile intent," hissed Dante.

"It's more complicated than that," said Airazor.

"How complicated?" asked Dante.

"Complicated enough that we can't talk about it too long," said Airazor.

"What are you two talking about? Get in there," snapped Slasher.

As the group walked in, Dante muttered, "Lynch had better have gotten those nav drives by now."

"I hope so too," said Airazor.

* * *

The inside of the ship was more of the organic metal. More disturbing though was some of the crew had clearly...not left. "Blech, who built this ship?" asked Cutpurse, keeping well away from the oozing walls.

"N.S.F. The NSC precursor. This ship probably fought the splitters," said Dante, looking around. "Poor guys. They deserved better," he said miserably.

"We'll burn the bones later," said Slasher, "Where's the heart of this ship, assuming this ship has other biological features."

"It's not a treasure ship, it's a heavy assault cruiser. It's not got treasure in it cause at the time its crew and their bosses were rebelling and hadn't a penny to their name," snapped Dante loudly, losing his temper.

"What?! We went through all that trouble and lost Pickpocket and there's no loot?!" snapped Cutpurse.

"Not necessarily," said Slasher, "There may not any treasure in the more usual terms, but the tech on this ship should be quite valuable on the black market."

"The ship isn't just about to let you gut it," said Airazor.

"Is that so?" asked Slasher before looking around, "I don't see any internal defense systems, do you?"

"Yeah...cause I told it to turn em off..." said Dante to himself . Theoretically, he could switch them back on, but that would result in his companions getting shot as well. And there was a good chance he'd get caught in the crossfire.

"Doesn't matter anyway. You won't get the ship anyway," said Dante out loud.

"Won't I?" asked Slasher, his claws extending further.

"The navigation systems have been removed so you can't fly it anywhere," said Airazor, "Not like this rotting carcass can get off the ground anyways."

"That and it won't listen to you anyway, just try," said Dante smugly.

"Do you think I'm a fool? I would never risk myself to test something potentially hazardous," said Slasher. There was a brief pause before Slasher said, "Cutpurse, give the ship a command."

Cutpurse paused at that, remembering what had happened to Pickpocket. "Why should I?" he said finally.

"Because our guests are useful as bargaining tools and you haven't been pulling your weight recently," said Slasher.

Cutpurse gulped before heading over to a console and pressing a button. "Access code please," said the computer calmly

"Uh, open sesame?" guessed Cutpurse.

"Denied," said the computer before Cutpurse was covered in electricity, juddering before falling back, fried to a crisp.

Slasher cautiously poked Cutpurse until he heard a groan. "I'm going to have to patch you up, aren't I?" he said in an annoyed tone.

"The next response will be fatal. Your lifesigns have been scanned and coded for lethal response," said the computer.

"Fine, I could probably fly better than this ship anyways," muttered Slasher.

"Negative," said the computer smugly.

"So, when's that backup supposed to arrive?" whispered Rarity to Airazor.

"Soon, if they can home in on my signal," said Airazor.

Just then, the computer said, "Alert, unidentified mechanical lifeforms detected."

"That was fast," said Rarity.

"But that doesn't sound like my backup," said Airazor.  
"Warning...temporal instability...incoming wormhole...cargo 2," said the computer, adding darkly, "Preparing lethal response."

"Display-" started Slasher before pausing and turning to Dante, "You tell it to display the other intruders."

"Fine, but only because I'm curious too," said Dante. A few moments later, a screen was showing an image of a trio of rather ramshackle robots with a rusty red color scheme looking around the cargo hold.

"Oh, it's just a clutter of Junkions," said Slasher dismissively.

A second later, a muted shot hit one of the Junkions, blowing it to pieces and making the others run up a corridor. "That Junkion won't be getting back up in a hurry," commented Cutpurse who was starting to recover from his shocking.

"Targets approaching bridge," said the computer.

"Hmm, that would be wear the most valuable tech would be," said Slasher thoughtfully.

"It is also where we are," said Dante.

Cutpurse glanced around and asked, "Where's the wheel?"

Slasher sighed before a clang was heard at the door. The other looked before it was forced open, allowing two bots that looked even more dilapidated in person to run in, each yelling in a nearly incomprehensible beeping voice.

Several guns folded down at that and began firing, though these blasts didn't do much as the Junkions charged in, Slasher and Cutpurse charging at them. "Time to go!" said Dante, grabbing Rarity and running for it.

"Where do we run to?" asked Rarity.

"Anyplace but here," said Dante.

* * *

"This is demeaning and drakeist," said Twilight dully, two of Shockwave's troopers tying her robot form to a pole.

"And plum crazy if ya ask me," said Applejack.

"You were not inquired," said Shockwave dismissively.

"And what if he doesn't come?" said Cheetor, who had also objected to the plan.

"Then zero harm will come to her," said Shockwave.

"Zero harm total or zero harm just from Matt?" asked Cheetor challengingly.

"That all depends on the resistance," said Shockwave.

"Why would Matt even come after Twilight anyways?" asked Applejack.

"From what I've gleamed of Earth literature, dragons are known to attempt to seize princesses for the presumed purpose of consumption, though the dragon is usually slayed by a knight," said Shockwave.

"Y'all are joking...right?" said Applejack dully.

"That literature was written by humans, considerably less enlightened than your friends," said Shockwave, "There is no strong evidence to support that old theory, but now we will be able to test it."

Twilight sighed. "Did you listen to how whatever that was spoke? It's talking like a computer. It's thinking logically..." she tried to say.

"Of course I noticed," said Shockwave, "The dragon/princess theory is only a backup. That VI identified you as someone of great significance and will certainly attempt to find you."

"Unless there's something it wants more," said Twilight pointedly.

"And what could that be?" asked Shockwave disinterestedly.

"Well, if you allowed us to talk about it, we probably could have avoided this," said Twilight.

"Then what are you after?" said Shockwave.

* * *

2 floors below...

The storage floors of Shockwave's...facilities were perhaps the most guarded on Cybertron, the Cybertron equivalent of area 51. Here every MacGuffin, every super weapon, every nasty little invention was researched, logged and then thrown in a locker to never see the light of day again. It was also heavily guarded in case any MacGuffin collector felt like increasing his collection.

Unsurprisingly, Shockwave didn't trust anyone, TransTech or lowtech, to guard the McGuffins, but he had plenty of security droids commissioned to guard the place. The bulky tread-rollers looked more fit for the battlefield than guard duty.

Sadly, they were old models, equipped with high velocity plasma cannons. Perfect for killing _almost_ everything. The 'almost' at that point blew a vent cover off and dropped down in front of the main doors to the storage room.

"Intruder alert," said the closest droid before aiming its plasma cannons at the reptilian.

The first blast impacted Matt, the plasma simply being sucked up like water into a dry sponge. "Threat noted...removing," said the VI, with a little more emotion, albeit a bored tone before making a gesture, causing the droid to explode.

The other droids rumbled towards Matt but soon got the same treatment. The last one at least had enough intelligence to grab one of the MacGuffins, a jagged purple crystalline sword which projected a rather powerful energy wave. The sword beam shot out and hit Matt dead center, sending him flying back.

Matt groaned before sitting back up. A glint of light caught his eye and looked to see what was on the shelf near him. It was a large kite shield, ornately designed and inscribed with a few glyphs of some Cybertronian language. With little thought, Matt grabbed the shield to protect himself. He was momentarily surprised when the shield shrunk down to match his size.

The VI glared up at the droid at that, deflecting several blasts as he charged at it . The droid tried to bring the sword down on Matt, but the VI effortlessly blocked it before flicking the shield and making the sword fly out of the droid's hands. After that, it was a simple matter of making the droid's fuel tank explode.

"Now then...where are those drives?" muttered the VI, a smug tone in his voice.

* * *

Twilight was getting rather bored with being tied to the stake. "Is Matt here yet?" she asked sleepily.

"I would have thought he'd be here by now," said Cheetor before pausing as his insignia beeped, "Already? I would have thought we'd have caught up to him by now."  
"Inspector, what was that about?" said Shockwave coldly.

"A case I'm working on that's been put off for too long," said Cheetor, "Can we hurry this up already?"

"We will be finished with this when I say so," said Shockwave.

Cheetor glared at that. "This is ridiculous. We can't just wait here for a plan that most likely won't work," he snapped.

"Last time I checked, I had the superior rank," said Shockwave sternly, "Unless you have a dispatch saying otherwise from someone of a higher rank, we will be proceeding as I order."

Cheetor glared before saying, "Fine, I need to make a call first." He walked over to a corner and pulled out not a communicator, but a remote Ground Bridge controller.  
"Ok...let's see," he muttered, pressing a few buttons in the hope of stopping the activation.

"Delay effect, activated," said the controller.

"No, no, I want to delay the activation, not the time arrival," snapped Cheetor as he tried to set the controls right.

"What is that?" said Shockwave at that.

"Uh, nothing," said Cheetor, hiding the remote behind his back.

"Are you hiding contraband?" demanded Shockwave.

"No, no, it's completely authorized equipment," said Cheetor.

"Then let me see it," demanded Shockwave.

Cheetor sighed before revealing the still charging remote. "A Ground Bridge remote? I hope you've filled out the proper forms for possessing one," said Shockwave.

"Of course I did. I am the Security Administration Officer," said Cheetor.

"And why precisely do you need such instantaneous transport like this?" demanded Shockwave. His answer soon came when a large green portal opened up right behind him.

"Was...someone looking for me?" said a giggling voice at that.

Shockwave looked up to see Matt perched upon a nearby building. "Finally, I was starting to think you weren't going to show up," said Shockwave.

"Well, I'm right here. You've got some fun things in the basement," laughed Matt, gliding over and landing, "All these great toys...like the Doom Sword...I call it George."

"That sounds more like the Matt we know," said Applejack.

"Sounds more like Discord to me," said Twilight before calling out, "Don't underestimate Matt. He's more dangerous than you think."

"Who's Matt?" asked Matt at that in a confused voice before grinning insanely, his eyes slits. "Now then, I think I know how this works," he said, aiming the sword randomly.

"Be careful with that, you fool," said Shockwave, "You have no idea what it is you're holding."

"I know enough, like how to do this," said Matt before swinging the sword and causing a wave of energy to shoot out of it.

Shockwave staggered back at that, his feet stopping at the edge of the Ground Bridge, Matt talking to the sword in a mock Russian voice. "Vats zat, sandvich? Kill zem all? GOOD IDEA!" he said, laughing manically before sending a second blast into Shockwave again, knocking him down the Ground Bridge.

The energy from the sword hitting the portal also caused quite a bit of feedback, namely a big boom that knocked everyone backwards. "That was AWESOME! Let's see if I can make the purple one explode," said 'Matt' with a psychotic grin.

* * *

Unfortunately for Rarity and Airazor, Dante didn't have the layout of the ship as well-memorized as he thought so he kept leading them around in circles. Though admittedly, the ship had gone into lockdown mode and there wasn't a lot of place to be running to.

"This is insane. Where's the damn armory?" snapped Dante, punching a wall and causing the entire ship to shake.

"I didn't think you were that strong," said Rarity.

"He's not, but the stability of where this ship is precarious enough that enough force will jostle it loose," said Airazor.

"That would make it easy to fly out, right?" asked Rarity.

"If we could get it to fly, but we'll more likely end up falling further down," said Airazor.

"How deep does this damn dump go?" snapped Dante.

"Hard to say. We might end up all the way down in the Underworld," said Airazor.

"Wonderful..." said Dante darkly before a crash was heard.

"Now what?!" snapped Dante.

"I think we've got more scavenger problems," said Airazor.

Several dozen scraplets scuttled into view. "Oh, not these again," muttered Dante, aiming at them and walking forward. "Gonna drop this EM right in the middle of em," he grumbled.

"Uh, I don't think you should get too close," said Airazor.

"Why not? They only eat metal," said Dante. This was indeed true...but the nanites in his blood counted as metal and were in a high enough concentration that the scraplets were all staring at him with an unnoticed hungry look.

"Dante, I think you should get away from them," said Rarity.

"If you girls are too scared to deal with some pests, then I'm taking care of it!" snapped Dante.

On cue, one of the scraplets leapt up and sunk its teeth into his leg. "Ow! GAAH! GETTEM OFF!" snapped Dante, hopping back as the others went for him . Rarity and Airazor shot at the scraplets, but there were only so many they could hit without hurting Dante.

"GO! GO!" snapped Dante, firing an EM round into the floor around him.

Airazor picked up Rarity and ran in the other direction. "We have to help him!" cried Rarity.

"He's about to help himself. And we don't want to be close when that happens," said Airazor.

Dante nodded, waiting for the last moment before tossing the EM grenade into the air, a blue pulse spreading out and causing all the scraplets in range to short out, the others falling over themselves to get away from the fatal energy.

Of course, the blast frazzled Dante, or more precisely, his nanites which helped maintain his body. There was another rumble, the computer saying "Alert...seismic instability...all crew evacuate," before adding, "Jump point detected."

* * *

Of course, Airazor and Rarity ended up heading back to the bridge since there was little place else they could run to. Slasher was just finishing off the last Junkion, Cutpurse having fled the first chance he'd gotten. "Oh, you came back. Saves me having to hunt you both down," he said a little manically, readying a wrist blaster.

"Alert, unauthorized firearm detected," said the onboard computer.

"Oh shut up, will you?!" snapped Slasher.  
"Hostility noted." said the computer as Slasher aimed before he twitched, a blue flash indicating a blast going clean through him. The girls winced but Slasher didn't fall, though he did clutch as his side where the wound was. Another blast rang out, another hole. "No...Not...letting...you...get away…" snapped Slasher, weakly before pausing as another blast hit him.

Just then, a green portal opened up in the bridge. "It's about time, Cheetor," snapped Airazor when a bot who was most definitely not Cheetor fell through.

Shockwave stood up and looked around. "So this is the ship that's been the root of so much trouble," he said.

Slasher stared before managing. "No...NO!" aiming the blaster before a final shot from the computer went through his spark. "Threat terminated...alert...stability compromised...all crew brace."

"What is the meaning of this?" demanded Shockwave.

"Shockwave, we're going down with the ship, literally," said Airazor.

With the loud creak of scraping metal, the ship slid forward, quickly losing the fight with gravity. Eventually, the whole ship toppled over and started plummeting down to the bottom of the abyss in a shower of junk.

* * *

Well, it's a new year and I though it was time to get back to updating this story. I'm sorry it took me so long to get this updated. I've been rather busy with other stories. And this was one of the chapters where the plot runs away from you, hence why it's in two parts.

Anyways, this chapter is set in Axiom Nexus, which is rather heavy in Transformers references so we'll just focus on the more significant references. For instance, Red Alert and Ratchet are based on their counterparts in the More Than Meets the Eye comic, though probably with futuristic bodies. The Swindles are familiar characters in the TransTech stories along with Cheetor, Airazor, Shockwave, and Cryotek. Speaking of whom, we finally have the identity of the mastermind behind the Mane 6's abduction. The universe he's supposed to be from gets its label from the airdate of "Theft of the Golden Disk". Cryotek was last seen being trapped between dimensions at the end of the 3H comic. The Plasma Energy Chamber has been seen in different versions of Transformers fiction. The MacGuffins that Matt swipes are the Dark Star Saber and a version of the Skyboom Shield as I think it would have appeared as in one of the Alligned fictions. And of course, the Scraplets are from Transformers: Prime and the Junkions are familiar characters from various different continuities.

Also, the psychotic behavior Matt is showing is the result of his Shar-Khan nanites being activated prematurely. Currently, he's in a proto-Draconus state. It's a bit anachronistic, but it'll be fixed by the next chapter. You'll be able to read that very soon. Please review.


	6. Rarity vs Shockwave, Part 2

**Maximares Rising  
**

 **Chapter 6: Rarity vs. Shockwave, Part 2**

 _"Hello, Axiom Nexus. This is Andromeda of ANN bringing you a flash bulletin. Approximately 1 megacycle ago, an organic offworlder has gone on a rampage of considerable proportions. Do not take this alien's biological nature lightly, it appears to incorporate draconic DNA of unknown origin in its genome. This creature has already caused several crimes including assaulting members of the Offworlder Zone Security Administration, breaking into the MacGuffin storage facility and stealing a Dark Star Saber and a Skyboom Shield, and causing the disappearance of Director Shockwave. "Shockwave's location is currently unknown and attempts of using the Ground Bridge system to find him have been unsuccessful. This organic offworlder is considered armed and very dangerous. Citizens are advised to stay inside and alert the security forces if the dragon creature is spotted."_

A second later, a wave of energy blew up the holoscreen. "Never liked the news anyway. HELLLO AXIOM CITY!" giggled Matt insanely, spinning the Saber in his hands and reveling in the panic his little pyrotechnics had caused.

The Cybertronians were fleeing from Matt as fast as their various alt-modes would allow. More than a few simply found his organic nature enough to get away from him, but everyone was convinced to flee when Matt started throwing Dark Star Saber beams around.

Matt laughed insanely, before hearing several sirens and turning to see what were clearly the cops. "FUCK THE POLICE!" he yelled, sending a wave of energy at them. The energy wave sent the police cars flying, some of them changing to robot mode in midair only to crash.

"Oh...losing points for the landing, YIPE!" said Matt, ducking behind the shield as the cops opened fire. The shield easily absorbed or deflected the blasts and shots from the cops' guns. "Ha! I've got an unstoppable sword and an unbreakable shield!" called Matt before pausing and pondering to himself, "I wonder which one beats the other?"

The cops stared as Matt raised the sword to hit the shield before diving for cover as he did just that and everything went white for a moment to reveal Matt blackened with a mad grin. "Myth confirmed," he said happily.

"Quick, using the sleeping gas while he's stunned!" called one of the cops before a smoking canister was thrown at Matt.

Matt looked down at it before kicking it...hard. The canister bounced before falling down a crack in the street. "Bet that goes all the way to China. Hmm...I want Chinese food. WHERE IS THE PAD THAI?!" Apparently, Matt had decided he wanted to eat now.

The cops tried firing again, but their stun blasts did little against Matt's scales and eventually all they could do was watch him walk off, not wanting to get in sword range.

"How are we supposed to beat this guy?" asked one cop.

"All I know is that I'm not getting paid enough for this," said another cop.

* * *

Rarity groaned as she started to regain consciousness. She had hoped the dull ache meant that she was in her proper fleshy body and everything regarding robots and aliens had all been a long horrible nightmare. But as she opened her eyes, a HUD appeared in her vision, giving her an update as to her condition. The good news was that she was relatively unharmed, the bad news is that none of this was a dream.

She panned her vision around to see she was in what looked like a garbage dump, full of oily scraps of metal and empty energon barrels. There were signs this had once been a plaza of some kind, though the trash had ruined all that. But she was still able to see the ship. Apparently she had been thrown out of a large hole that was now in the side. "I'm starting to doubt that thing will ever fly us out of here," said Rarity as she started to get up. She felt pretty banged up, but it was mainly only a few dents.

"No, it will not," said a voice behind her, Rarity spinning to see Shockwave, his optic narrowed as the only indication of his annoyance. "It would not have been in a dump had it been flight capable," he added darkly, his optic not focusing on Rarity long as he seemed more interested in the dark corners of the plaza.

"I didn't think there were any levels of the city lower than the Heap," said Rarity.

"There aren't, not any that are occupied," said Shockwave, "This is Last Well, our first and only attempt to expand Cybertron's cityscape below the surface."

"It seems to be used as another Heap," said Rarity, stepping carefully to avoid the oil puddles.

"It almost succeeded. The first tenants moved in...and were never seen again. It seems that these levels were already occupied...and that they did not want neighbors," said Shockwave darkly, focusing on a doorway before firing into it, several small spider-like robots scattering out of it and heading for cracks and small holes.

"Where is everyone else?" asked Rarity.

"Inspector Airazor is mostly unharmed, but her wing is damaged. A pity since she's the only flight-capable member of this 'group' and I use the term very loosely," said Shockwave.

"And Dante?" asked Rarity.

"Who?" asked Shockwave.

"The human who was with us," said Rarity.

"Oh, he is unconscious, not likely to recover for a good while. Not that he'd be of any use here," said Shockwave. Shockwave looked at the unconscious human before adding darkly, "In fact he's probably the safest of us all..."

"What do you mean by that?" asked Rarity.

"Because the predators down here are only interested in metal and energon," said Shockwave, "I certainly hope you have some combat ability."

"I have no idea," said Rarity in annoyance.

"Do you have _any_ combat skill at all?" Shockwave added, a scuttling clank coming from all around.

"I can deliver a good kick when I need to," said Rarity, "And my horn can-"

"Deliver a feeble telekinetic blast," said Shockwave, sounding very unimpressed, "Not enough to deal with a large swarm."

"A swarm of what?" snapped Rarity before a sultry female voice said "My swarm."

Rarity looked to see a robot that looked like a cross between a spider and a centaur, though clearly of the female variety. "Fascinating," said Shockwave, "I've never encountered this variety of Arachnicon before."

"And you must be the famous Shockwave, head of intelligence. Yet you don't know me, even after your colonists blundered into our hive," sneered the creature, its eyes flashing red as tens of dozens of the spiderbots scuttled out to surround them. "I can see one of your inspectors...but my children have no news of you," she said, looking at Rarity, the red glow illuminating Rarity's face.

"I'm not from here," said Rarity, "I'm just trying to get home."

"Oh dear, a lonely little bot. So far from home..." sneered the spider-queen as more spider bots scuttled in. "What should I do with you three? My children are always in need of new parts," she said calmly.

"We just want to take our ship and go!" snapped Rarity.

The spider-queen glanced at the ship and said, "I doubt you'll be able to take it anywhere. Besides, it'll provide so much scrap to replenish my swarm."

"You plan to..." began Rarity in horror as the queen said "Strip you into spare parts? Yes." with a sadistic smile before there was a clunk, the queen looking up in shock before a blue blast knocked her into the shadows, several parts flying off. The three Cybertronians turned to see Dante, bloodied and hooked into a control panel. "I hate spiderbots," he managed before his eyes rolled into his head and he slumped down, in an even deeper unconscious state.

The spiderbots clicked angrily before heading back to where their queen went. "That might be enough to stop them for now," said Airazor walking out, a big chunk missing from one of her wings, "But there are worse things down here. We're gonna need to hole up until either we can find a way back to the surface or get a message there so we can be Ground Bridged out."

Rarity looked over at Dante before heading over and lifting him up. "I assume there is a way back up? I worry that thing may be back soon," she said.

"Not the way we came," said Airazor.

"The lifts for Last Well were shut down a long time ago. We could start them up, but there is an 89.3% chance they're inoperable," said Shockwave, "Our resources are best directed towards making contact and receiving rescue."

"And there's only one place to do that at," said Airazor, looking over at a distant tower which looked half-finished, "The old sector station...should have an operational com unit."

"Then I suggest we make haste," said Shockwave before shifting into a lowrider car mode and starting to drive off.

"Hey! I can't fly right now, remember?!" snapped Airazor.

Shockwave paused and said, "And I suppose I'm supposed to walk out of courtesy."

"Letting her ride on you wouldn't be out of the question," said Rarity.

"It most certainly would be," said Shockwave, "Allowing a lowtech to ride on me? I'd never hear the end of it."

"And explaining to Megatron why you left two Cybertronians in last well because you couldn't bother to wait is better?" said Airazor smugly.

"You presume that Megatron places value in your sparks," said Shockwave, "You two are lowtechs, easily replaceable, even if the Equinicon has some unique aspects."

"You willing to take the chance that he does?" said Airazor.

There was a pause before Shockwave started to drive off again. "Just a moment," said Rarity, "You're the logical sort of fellow, aren't you?"

Shockwave stopped and said, "Logic is the paramount form of intelligence."

"Well, think about this: that tower may not have enough defenses to keep the spiderbots or whatever else lives down here at bay long enough for you to contact the upper world. Would it not be more logical to have two allies to help defend yourself and improve your chances?" asked Rarity.

Shockwave seemed to pause before one of his doors opened with a clunk. "Thank you," said Rarity, "Airazor, could you help load Dante in?"

The door slammed shut and Shockwave said, "I'm not allowing that organic to leak internal fluids inside me."

"He saved us from that spider thing," said Rarity, a little angrily

"And now that he's unconscious, he's a liability," said Shockwave.

"We're taking him," said Airazor angrily.

"Fine, but you'll be carrying him," said Shockwave, "We don't have time to argue."

"Fine," said Rarity, as the clanking scuttling noises began again along with an angry scream.

"All aboard!" yelped Airazor. Rarity climbed into Shockwave while Airazor hopped onto his roof with Dante in her arms.

"Hang on," said Shockwave coldly before stepping on the gas, just as several dozen spiderbot drones scuttled out at them. Fortunately, Shockwave's front bumper and wheels were tougher than they looked and he squashed the spiderbots in front of him. He turned the corner into an old road just as a dozen laser bolts hit where he had been.

The spiderbots, along with their queen, came around the corner, firing energy bolts after the retreating car till it was gone. "Little tin cans...find them, children. We can't let dinner escape so easily," she said harshly.

* * *

Twilight and the others winced as they watched the footage. "This is really bad." she said weakly.

"Ah'll say," said Applejack, "Didn't expect Matt go completely off the hinges like this."

Cheetor looked thoughtful before saying, "Maybe something Shockwave did? He didn't change till the Axiom systems messed with those nanites he has."

"It might be, but I've never seen a dragon act so...unfettered before," said Twilight.

"He's not a dragon from your world," said Cheetor, "There are dragons on many other planets and quite a lot of them tend to be, well, downright cruel if not malevolent."

"The answer must be in that quantum net I think he called it. If this cause his change, it can reverse it," said Twilight.

"I doubt it would be that simple," said Cheetor, "Not to mention the sheer difficulty of getting Matt into a starship and getting within range of the net."

"Didn't you make a prototype?" said Twilight desperately.

"I'll have to check with Rhinox about that," said Cheetor, "If anyone would know how to utilize the quantum net, it would be him."

"Then we need to find him before Matt gets any more ideas of 'fun'," said Twilight grimly.

"I'll get Rhinox's help. You two work on keeping Matt from getting too far away," said Cheetor.

"And how are we supposed ta stop Matt?" asked Applejack.

Cheetor sighed before typing into his datapad, "I'm temporarily deputizing you two into the OZSA. You'll have access to their equipment for the purpose of containing Matt. Please don't damage anything, this deputizing alone is gonna be a headache of paperwork."

* * *

Matt laughed like a madman, sending a plasma blast into some parked cars. "Aw...come on. It's not like I've killed anyone yet," he called after some fleeing civilians before pausing, seeing two small Mini-Cons, barely out of protoform by the look of things, one of them had thrown a rock at him. "Now that's just rude," he said darkly, walking towards them. The Dark Star Saber glowed brightly as Matt lifted it up, ready to bring it down upon the Mini-Cons. "Kids shouldn't throw rocks at predators," he snarled before a blast hit him in the side and sent him flying into a shop front.

Twilight flew down and dropped off Applejack. "You young 'uns better get to safety," she said.

The two Mini-Cons nodded and ran for it, just in time too as what was left of the store front exploded outwards, Matt strolling out of the flames. "Well...that was just annoying..." he said icily.

"Matt, calm down and drop your weapons," said Twilight, "We don't want to hurt you."

"Oh trust me, you won't. Even if Matt wants me to stop," laughed 'Matt' readying a plasma orb in his free hand. "Wanna play catch? I'll start." he said before pitching the plasma ball at them.

The two pony bots jumped out of the way. Twilight tried to fire an immobilizing beam at Matt, but he just held the Dark Star Saber in front of him edgewise and the beam cleaved in two against the blade.

"Oh, I can see where the Atlanteans go for their ion staff inspiration. Like a hot knife through your heck joint. Hold still and I'll prove it," he giggled.

Applejack had drawn her guns and was aiming very carefully. She didn't want to hurt Matt but she had to keep him from using that sword. So carefully, she fired a shot that seemed to be aimed at the sword's hilt, but was actually aimed at Matt's thumb on it.

Matt yelped, dropping it, the blade easily eating through the ground till it stopped at the hilt. "Oh...you naughty girl..." he said madly, before clicking his talons and a family of plasma orbs appearing around his head.

However, Twilight hit him with three immobilizer beams. This time, he didn't have anything to block them with. Matt staggered a little before going stiff. Twilight panted a bit before saying, "I'm sorry it had to come to this. Once you're back to normal, I'll undo the spell."

Matt didn't give much of a response as the girls got closer, holding modified stasis cuffs at the ready, before his hands shot out and grabbed them by the necks, lifting them up. "Wrong dragon genus," he said manically before cracking their heads together.

Matt dropped the pony bots and saying, "Now if you'll excuse me, I've got more mayhem to cause." He walked over to pick up the Dark Star Saber only for Twilight to zap it with another spell, but the Saber didn't change. "Oops, should get that magi emitters warranty checked," he sneered, before trying to grab the sword, only to have his hand repelled. "Hmm?" he muttered before trying again...and again. Matt tried to grab the sword with his tail, only to find the same repulsion keeping it away.

"Huh, clever horsey. Keeping me from using that sword again. I guess all I have left are my plasma orbs," said Matt before throwing more orbs at the mares. Twilight yelped before her shield narrowly blocked the blasts. "You can't do that forever," laughed Matt.

"Neither can you," said Applejack before firing at Matt.

However, Matt pulled out the Skyboom Shield and easily blocked the shots. "Oh, it looks like I can," said Matt, "My shield lasts a lot longer than yours. But wait, there's more." Matt projected a force field from the shield which wrapped around Twilight and Applejack, encasing the mares in a bubble of tangible energy. "Don't worry, I'm sure that'll give out once I'm far enough away," said Matt before flying off.

Twilight glared before her horn blazed and the bubble was popped, her eyes glowing angrily. Applejack quickly got some distance away from Twilight before her mane and tail suddenly became flames, her coloration changing to fiery tones. "Twi, honey, you need to calm down. Matt ain't in his right mind, remember?" she said desperately.

Twilight's flames slowly dwindled down, but her paintjob didn't change. "We're gonna have to be more direct with containing Matt," said Twilight, "Even if he doesn't have the Dark Star Saber anymore, he could still cause a lot of trouble and be protected by the Skyboom Shield."

"Right, but you oughta calm down all the way before we go gallopin' after him," said Applejack. "I am calm," said Twilight.

"Then how comes yer all red and yeller?" asked Applejack.

"I have no idea...but if it helps us get Matt locked up before he kills someone, all the better," snapped Twilight.

"So, ya got any idears for how to get that shield away from him? Ah doubt he'd let me shoot it outta his hand," said Applejack.

"How do we get Discord to stop being a jerk?" said Twilight.

* * *

The city of Last Well was that of a ghost town, though Rarity thought she saw an arm or a leg that looked like it might have belonged to a Decepticon or Autobot. Shockwave turned the corner only to hit what looked like a junk metal barricade.

Airazor was thrown off his roof, but she landed on her struts easily. "Ow, that hurt," groaned Rarity.

"I don't know what you're complaining about," said Shockwave, "Now disembark, I need to transform."

Rarity frowned before climbing out, Dante being knocked off the roof with an unconscious grunt as Shockwave transformed.

Shockwave examined the barrier and said, "Yes...this wasn't just dumped here. And I think I recognize the constructional style."

"What is it then?" said Airazor, picking up the groaning Dante again and readying her blaster on her other arm.

"I believe we are in mutant territory," said Shockwave, "And judging by the slimness of the tiremarks and the sheer number of them, there is a 99.6% chance we are dealing with the Wheeler tribe specifically."

"Ah, scrap. Anything else your department doesn't tell us 'lower techs'?" snapped Airazor, panning her blaster around at that, getting the idea that mutant meant bad.

"Pardon me, but how can anything robotic be considered 'mutant'?" asked Rarity.

"Mutants are aberrations of Cybertronian life," said Shockwave, "They are savage, aggressive, unnegotiable, and hostile towards all other Cybertronians. Unlike even the most basic lowtech, they are incapable of transforming. Some are basically malformed robots, but others are trapped in forms that are neither robot, vehicle, nor beast but a hideous amalgamation. For instance, the Wheeler tribe are basically robots, but have wheels for hands and feet."

Airazor looked surprised. "Really? They have wheels for hands? How's that dangerous?" Rarity glaring at that.

"Their weapons are mounted elsewhere," said Shockwave, "And they have welding torch breath."

"Oh...that'd do it," said Airazor with a gulp.

Rarity said, "I'm sure we can convince them to let us past. Have any of you actually tried to talk to them?"

"Such charming nativity," said Shockwave dryly, "Mutants try to kill anyone who isn't one of them. Mercy is nonexistent in their subroutines."

"Well if you aren't going to be civil with them, you'll never get the chance to find out," said Rarity pointedly.

Airazor snapped, "This is not the time to argue! We're being watched," looking around, several optics watching from the ruins around them. Pretty soon, a creepy laughter was heard and the optics' owners moved forward. They might have passed for ordinary Cybertronians except their bodies distinctly lacking in any discernable kibble and instead of hands and feet, they had wheels on the ends of arms and legs of equal length. They skated closer to them, back-mounted weapons aimed and charging.

Shockwave readied his blasters at that. "Prepare to fire," he said, before Rarity's TK field forced his blasters down.

"No, I'm sure we can do this without shooting," she said.

"Again with the nonviolence?" snapped Shockwave, "Was your homeworld really that devoid of dangers that you can't comprehend self-defense?"

Rarity paused before an unusual memory poked to the surface, of a grand-looking city, under attack by what was clearly Matt's species, backed up by armored monstrosities, firing at gold-armored ponies armed with nothing but blades and magical blasts...clearly outmatched. "No, but there are other ways," she said calmly.

"The only way we're going to get out of this alive is to destroy them first!" snapped Shockwave.

"Oh for the Allspark's sake!" snapped Airazor before stomping forward. One Wheeler rolled up to her and prepared to use its welding torch breath only for Airazor to smack its head and snapped, "Cut it out!"

The Wheeler paused at that, the others pausing before it said more in a surprised tone, "Ow...what the hell, lady?"

"Get out of here, you scavengers, before I hit you even worse!" snapped Airazor.

The Wheeler paused, its mental script clearly derailed. "Can't you at least scream a bit? I gotta keep some rep with my boys," it whispered to her.

Airazor just kicked the Wheeler, hard enough to send him flying back into its companions. "Now scram!" she snapped.

"RUN AWAY!" screamed a squeaky voice from the shadows, a dozen or so Wheelers scattering, all screaming "Run away!" over and over.

Rarity and Shockwave stared before Shockwave tapped his arm and said, "Proactive maintenance log: despite their fearsome appearance and reputation, the Wheeler tribe of Mutants are, in fact, quite cowardly. A simple display of intimidation is sufficient to drive them off."

"And you were ready to shoot them," said Rarity coldly, the group preparing to set off again.

"You will soon learn that you cannot simply talk your way out of situations," said Shockwave, "The Mutants and spiderbots are simply the most intelligent species down here. There are other lifeforms that are even more savage and more belligerent."

"Yet we were able to scare them away without killing a single one," said Rarity.

"You would have wasted valuable time trying to persuade those savages, most likely costing someone their limb," said Shockwave dismissively.

Airazor snapped, "Listen, both of you, we need to get to that tower so we can all get out of here. I don't think this human's well." looking at the sickly Dante.

"His situation is not nearly as critical as you imply," said Shockwave, "But you have one point: we need to get that com tower working if we are to be rescued."

"Something we agree on...wait, you said there was worse?" said Rarity.

"Indeed. And considering our escalating bad luck and the commotion we've been coming, I calculate there is an 88% chance we will be encountering them before long," said Shockwave.

"Then we should hurry instead of arguing like a bunch of protoforms," snapped Airazor.

"Correct, Inspector," said Shockwave.

"Then let's go instead of standing in the street arguing strategies," snapped Airazor.

* * *

Matt smirked, looking around the area he was in. "Which building to blow up, I wonder," he said happily.

There was a woosh of jet engines and Matt looked up to see a rather impressive and very futuristic-looking jet hovering above him. "Offworlder, this is Colonel Cyclonus of the Military Police. Surrender immediately or I'll be authorized to use potentially-lethal ordinance," said a voice from the jet.

"By all means, colonel, take your best shot. Just make sure you don't hit any people hiding in the buildings," sneered Matt, mockingly bowing.

"Potentially-lethal does not necessarily mean wide-spread," said Cyclonus.

"Then take your best shot, Tonka toy," sneered Matt.

The next second, something whizzed past Matt's ear so fast that he felt it burn a little. "That was a warning shot," said Cyclonus, "Next one actually passes through you."

"Ooooh...a railgun...nice. But I can do one better. I can ground you by clicking my fingers, Mr. Plasma Engine," sneered Matt.

"I am not playing around," said Cyclonus.

"I wouldn't be either...but then some jackass toaster oven came in like the police to spoil my fun," said Matt darkly, the lights around him flickering and going out as he drew in the plasma energy.

Another shot rang out and Matt winced as the projectile went through his wing membrane. "Next shot goes through something vital," said Cyclonus, "This is your last chance to stand down."

"Very well," said Matt, before clicking his talons and Cyclonus's back literally exploded as his fuel cells all went critical mass at once. The jet quickly dropped out of the air and crashed into the street. "Next time, try going through on your threats a little faster," said Matt as he started to walk away.

Cyclonus staggered to his feet before aiming and firing, a translucent shield stopping the shots. "Oh, you want more, how nice," said Matt, turning to reveal solid red eyes. Matt threw a plasma orb at Cyclonus, only for a force shield to block it. However, the colonel was forced back as Matt advanced, throwing bigger and bigger orbs as he went before he got in claw range and brought them down on Cyclonus's gun wrist...and through it.

"Never had an offworlder that could actually fight back, have you?" taunted Matt.

Cyclonus staggered back, biting back his pain as he stared as his hand on the floor before Matt clawed him across the chest next. "I'm gonna take you apart and use you for body armor, you little pest," snarled Matt, clawing Cyclonus on the knee to bring him to chest height and readying his claw for a decapitating blow...before a mauve beam of light hit him...hard.

Matt staggered before saying, "Finally taking the kid gloves off, princess?"

Twilight, hovering over the scene, just glared. "You're not hurting anyone else here,"

Matt laughed insanely. "You'll have to kill me then. You able to do that...cause I have," he sneered, turning to blast Cyclonus only to see him being helped into a building by some civilians. "Oooh...multi-kill," he sneered, readying an orb.

"No!" shouted Twilight before blasting Matt with strong jets of flame.

Matt laughed, taking off and sending a hail of rapid fire bolts at her. "That's the warrior spirit. You won't last 10 seconds back home fighting Cryotek without it," he sneered, sending blast after blast at her

Twilight had her own shield up and was responding with blasts of different elements.

"Oh...points to variety, but nothing for aim," sneered Matt, before looking down. "How are you at interception?" he said, firing a few blasts at buildings. Twilight quickly started pulling up pillars of metal to hold the buildings in place. It wasn't a permanent fix, but enough for the TransTechs to repair later.

She paused as she felt something sharp against her neck. "You just flunked," sneered Matt in her ear before something inside Twilight snapped at that.

Suddenly, Matt's body was covered in a magenta glow before he started flying around, slamming into every hard surface nearby. And he wasn't doing so gently. The impacts left deep cracks at every point.

Applejack arrived at that, another Cybertronian in tow in time to see that. The Cybertronian accompanying Cheetor was a much stockier bot, his alt-mode being a very futuristic-looking half-track crane. His robot mode had noticeably green limbs and face. "This the organic that got zapped by the quantum net?" asked the Cybertronian.

"He's more trouble than he looks, Rhinox," said Cheetor.

"Twi...Twi, yer gonna kill him!" Applejack called desperately.

Twilight slowly reeled down her aggression, her flame-colored deco going back to its normal colors. Matt was currently in a small crater in the street. He didn't look in a good way, one of his arms bent the wrong way and his left eye swollen shut, impressive given what he had shrugged off so far.

"Wow, you really let him have it," said Cheetor.

Rhinox headed over to him before saying, "You really let him have it. I don't want to use this on him just yet. Not till he's less...damaged,"

"Will that thing even work on him?" asked Applejack.

"I modified it to drain any quantum energy. It should reverse the changes," said Rhinox, adding, "But in this state, it could kill him."

"I had no choice. He was going to kill that bot and he wasn't going to back down," said Twilight.

"Well, you might have hurt him badly," scolded Rhinox, making a call.

"I could use a healing spell, but I'm worried that'd just start this mess all over again," said Twilight.

"Probably a good idea," said Rhinox, perhaps a little harshly.

"Alright, fine," said Twilight sending a soft pink glow over Matt. His injuries started to heal immediately. His arm snapped back into its proper shape and the swelling around his eye diminished a lot.

But before she was finished, Matt sat up and said, "Thanks for the pick-me-up, but I gotta be going." With that, he took off before Twilight could grab him.

Rhinox sighed, aiming the quantum blaster at Matt and firing a blue beam into his back as he fled. Matt merely scratched his back before he flew out of sight.

"I thought that would work?" snapped Twilight, starting to get her flaming hue again.

"You expected something instantaneous? It'll take time," said Rhinox.

"Time is something we don't have," said Applejack, "While we're wastin' time followin' Matt around, Rarity's in who knows what kind of trouble."

"Arguing won't repair the Ground Bridge any faster," said Rhinox.

"Not that we have any idea of where to send a Ground Bridge to," said Cheetor.

* * *

Luckily for Shockwave, Rarity and Airazor, the rest of the trip to the tower and indeed, the tower itself seemed intact. "These controls are in good repair and it seems the main transmitter is still operational," said Shockwave with the air of a professional

"That's a relief," said Rarity.

"The problem, of course, is that the nanosec we activate the power source, we will attract untold amounts of savages who will tear us apart as soon as they reach us," said Shockwave.

"Great...doesn't this place have a defense system?" said Airazor.

"A badly damaged one," said Shockwave, "We might be able to get some of it operational, but that might not be enough to stop the horde. Which is why you two will providing extra defense while I make sure the com signal stays on."

"Great," said Airazor icily.

"Couldn't Airazor maintain the signal?" asked Rarity. She hadn't the slightest idea of how to operate the computer so she didn't suggest that she could do it.

"No...Airazor does not have the clearance to bypass her way into the surface emergency channels," said Shockwave.

"So how long do you predict it'll take you to get hold of Soundwave?" asked Airazor.

"That depends how deep we are and if they are even monitoring these old frequencies," said Shockwave.

"You're a scientist, estimate!" snapped Airazor.

"There are too many variables," said Shockwave.

"Well, you can't expect us to defend this tower for megacycles," said Airazor.

"When I've gotten this tower operational, I shall keep you informed of progress," said Shockwave.

Airazor glared before saying, "Come on, Rarity, let's go secure the perimeter."

The two femmes walked off as Shockwave got to work. Unnoticed by any of them, Dante was struggling to get off of the floor. He reached up to grasp the wall to pull himself up. Only the panel he was grasping fell off and clanged on his head. Shockwave briefly looked around to find the source of the noise, but eventually shrugged it off, not even noticing the re-knocked-out Dante.

He turned back, capping up what was left of the perimeter scanners and the main power. "Warning...power 6%...severe cascade failures in all grids...main communication array at 45% efficiency…" said the computer.

"Hmm...not the best of odds," muttered Shockwave to himself, "But still, I'm certain I can make do so long as the lowtechs can keep the primitives away."

"Warning...perimeter breach, 1km outer marker...multiple biohazards closing…" said the computer, a map of the complex showing red dots closing down the main street.

Shockwave activated his comm and said, "Ladies, the demons are approaching. I hope you are prepared."

"We're ready down here. I think I got the perimeter defenses working here. Get some power rerouted," said Airazor.

"I can divert some power to you, but I must maintain a majority of it to keep the signal strong," said Shockwave.

"Just keep the anti-personnel cannons on," said Airazor, her optics spotting the first demons.

"By my calculations, they will be within shooting range in 7 cycles," said Shockwave.

* * *

"Rarity, I hope you have some form of weapon. We're about to be servo deep," said Airazor, readying her blasters

"I'm afraid I'm still mostly unarmed," said Rarity, "Airazor, what did Shockwave mean by calling you a lowtech? I thought you were a citizen here."

Airazor sighed, "I'm a citizen...but I'm also an offworlder like you."

"I wouldn't have guessed," said Rarity, "You seemed so accommodated to this city."

Airazor glanced at out to where the demon horde was gathering. "Well, if we're gonna be overrun with primordials, I might as well tell you," she said, "I was part of an exploration crew that was stranded on a primitive planet we later found out was actually prehistoric Earth. Things were a lot different there. We had to use beast modes and scavenge and build what we could from what could be scrounged up. A lot of us thought we were never going to leave."

"Oh my...what happened?" said Rarity, before jumping as a cannon on the tower wall fired, vaporizing a demon that was scouting forward.

"Worst still, we were trapped in a seemingly-endless war. A war against a mad Predacon that managed to steal the Matrix of Leadership to fuel his twisted experiments. Things got to their bleakest when that crazy spider managed to upgrade this joker into a triple-changing juggernaut. There was a big battle where everyone went all out. We had the numbers, but that Triple Changer was worth half of us. I channeled what power I had left from the Vok to try and take him out. I don't know what happened, but somehow I got blown all the way to Axiom Nexus. I'm sure I put that scorpion down, but I don't think I'll ever know, because I know I'll never be able to leave here," said Airazor.

"Don't say that. My friend up above and...Dante could easily find your friends," said Rarity kindly.

"I'm not putting any hope in that," said Airazor, "Civil war may have never hit this Cybertron, but it's hardly a utopia. Everyone in Axiom Nexus is out for only themselves or 'the greater good' as they might claim."

Shockwave, listening in on the com, said, "There is no difference. Our civilization requires the constant improvement of our people. Lowtechs only are useful for providing aid to us."

"That's a very self-serving attitude," said Rarity darkly.

"Why waste effort on improving lowtechs?" asked Shockwave, "The more logical effort should be put into giving the TransTechs the upgrades we need."

"I did not realize that 'charity' here means 'giving only to the rich'!" snapped Rarity, "What kind of community ignores the plight of the poorer citizens and only seeks to improve things for the higher class? It's a wonder a revolution hasn't happened ages ago! How can the Autobots of this world stand for this injustice?!"

Shockwave paused, "Hold on...an anomalous energy signal is..."

Rarity snapped, "Do not interrupt me! Giving to the community doesn't mean giving everything you have. Supporting a community shouldn't mean having to give up all your hopes and dreams just to keep things running the 'way' it should. A community is something that should give back, not just take!" Suddenly, the cutie marks on Rarity's flanks flared up, surrounding Rarity in white light.

Shockwave snapped, "It is surging! What's happening down there, Inspector?"

"I think Rarity is finally having her upgrade," said Airazor, shielding her optics.

When the light eventually faded, Rarity had changed quite a bit. For starters, her pony form was now the size of a normal horse, actually a few hands bigger. She was also more obviously a robot, with a metallic white hide with light blue details, pure blue optics, and hair made of purple wiring. The biggest changes were the wheels built into her knees and the cone halves connected to her collar.

"Nice...have you got any guns now?" asked Airazor, a little jokingly.

"I'm not sure, let me see," said Rarity before concentrating. Her legs folded up, letting her wheels touch the ground while the cone halves snapped together over her head, forming a large drill.

"That'll do it," said Airazor before another demon, far larger began coming forward, shrugging off pulse cannon fire before smashing his fist into the ground, and pulling some cables, out, snapping them and causing the guns to power down and smirking coldly.

Rarity's drill started whirring extremely fast as she rolled forward. One demon tried to slice her apart, only for Rarity to drill right through its torso. The demons eventually found out that attacking Rarity head-on was like jumping into a blender, but they were very slow learners.

The one that had pulled the power cables though was backing up. It seemed he was a rare intelligent one in the way he was surveying the fight as well as keeping some of his fellows back, still wearing his cold smirk.

Eventually, the demons got the idea of attacking Rarity from the back, though Airazor was able to shoot many of them, the pony-drill was getting surrounded. Rarity shifted back to her pony form and then said a phrase that popped into her head, "Rarity, Maximize!" With several metallic clicks, she stood up on her hind legs, which extended in length while robot feet popped out of the hooves. Her upper body basically turned itself inside out, her pony head and forelegs folding up as she spun around at the waist, her robot arms and head emerging from her former back. Her drill detached from her collar and became a handheld weapon. "Don't think I'm not dangerous because I'm glamorous," she said, the drill spinning at slicing speed.

The next few demons came to an unfortunate drill-based end before the apparent leader called out something gruffly, the demons pausing before running back. "Now then, I assume you realize my brethren have you surrounded?" it called in a dark and amused tone.

"Oh, you can talk," said Rarity, "I thought you actually were the mindless monsters Shockwave described you as."

"Most of us are. I had the good luck to eat a programming module. It does wonders for the mind," called the demon.

"I assume it makes you no less likely to listen to reason," said Rarity.

"Not really. You Cybertronians are not welcome down here except as appetizers," said the demon conversationally.

"Then you're not going to let us go," said Rarity.

"Not in the sense you hope. I rather like the taste of fear in my food, so a head start is nice," said the demon smugly, before looking up as the computer's public PA announced, "Deploying central antennae for communication burst...all personnel clear the dish."

"Well, I think I need practice with these new wheels more," said Rarity before quickly converting back to her transport mode and rolling off.

"GET THEM! And you two, go up and destroy that communication center," snapped the demon to his fellows, who hissed, most of the horde charging after the duo instead. "Urgh...maybe I should have shared the module," muttered the intelligent demon before striding towards the tower.

Rarity drove as fast as her wheels could take her. Her transport mode obviously wasn't designed for racing, but it could still cover ground quicker than her legs could.

"KILL THE BOT! EAT ITS ENERGON!" screamed the horde behind her, some of them laughing insanely like hyenas.

"Get a little closer, Rarity!" called Airazor, providing cover fire for her.

"I'M TRYING!" screamed Rarity as a demon tried to grab her and went rolling into a wall, which fell on it with a crunch. Rarity eventually drove up a pile of rubble that made an impromptu ramp and landed in robot mode within sprinting distance of Airazor.

"Move, kid!" snapped Airazor, her blasts knocking down demon after demon before she looked around, "Where'd the brainy one go?"

* * *

"You didn't notice I was out cold? Does diplomacy mean _anything_ to you giant toasters?" said Dante, diplomat extraordinaire.

"You were not a high priority," said Shockwave dismissively.

"Well, for a start, you're drawing too much power. You're gonna blow the com array before it gets a signal," said Dante, in a bored tone.

"You do realize that a very strong signal is needed to be noticed on the surface," said Shockwave.

"Yeah...but you could run the power through all the relays and have it concentrate in the dish. Stops the overload and even boosts the signal," said Dante, pointing on the screen to the offline relays.

"How would you even know those relays are operational?" asked Shockwave dryly.

"Same standard system as the NSC use, just larger," said Dante. Shockwave tapped out a command on the keyboard. Quite soon, power was diverting to the relays.

"There we go. We'll have a...who's that?" said Dante, jumping on a button to bring up a flickering CCTV feed, showing a creature calmly walking along the corridor on their floor.

"One of those wretched demons," said Shockwave in annoyance.

"You have demons here?" asked Dante.

"Not as you would know them," said Shockwave, "They're more accurately referred to as 'primordials', Primus's first attempts at creating life."

"Great, lemme guess, you dumped them all down here," said Dante coldly, before there was, in an apparent sheer case of absurdity, a polite knock at the blast door.

"Hello? Would you step out here so I can tear out your spark? I do hate to smash these doors down," causing even Shockwave to get as close to a 'wtf' expression as it was for an expressionless face to be.

"If you can, try to keep this specimen's head intact. It would make for a fascinating study," said Shockwave.

"Wait, what? No way I am fighting that robot King Kong unarmed, smartass!" snapped Dante.

"I suppose I might have something Mini-Con-sized for you here," said Shockwave.

"Oh well," said the voice from the other side, before the door bent inward.

"You better arm me up quick," said Dante.

Shockwave frowned before opening a compartment and pulling out a human-sized rifle between two of his fingers. "Attempt to use on me and you will regret it thoroughly," he said, handing it over to Dante.

"Don't tempt me, talkie toaster," said Dante before the door was kicked down, Shockwave standing in front of Dante as the demon walked in calmly.

"I highly recommend you stand down now," said Shockwave, aiming his blasters at the demon.

"Oh please. Blasters didn't work the last time you send your little exterminators in," laughed the demon.

"Against a horde, that might not be enough. But one individual is definitely doable," said Shockwave.

"How do you know?" sneered the demon before moving impossibly fast, grabbing one of the blasters and squeezing, a metallic shriek heard as it crumpled. The other blaster opened fire, point blank at the demon's shoulder. However, apart from a burn circle, there wasn't much damage. "Oops, I guess you were wrong," sneered the demon, throwing Shockwave across the room.

"It takes a great warrior to hope to defeat one of us," sneered the demon, "And you obviously barely know how to fight."

Dante peered out, before muttering "I'm gonna regret this." before running and clambering up the demon's leg as it gloated, readying his last thermal charge

"You scientists think you're so clever, but where does that cleverness get you out of your labs?" gloated the demon.

Shockwave, struggling noticed Dante, who made a 'shhh' motion at him before continuing. "And yet for your self-proclaimed might, you still dwell down here in the depths," said Shockwave.

"Because you...bigots treat us like animals. So we became them. You idiots even treat visitors, lowtech, no better than servants...and slaves. Just like the old Decepticons of other worlds," laughed the demon.

"You are no more native here than the other lowtechs," said Shockwave, "Somehow, your kind and the other Mutants have stumbled into some wormhole that dumped you out in the ancient caverns."

"Oh please. Some, maybe, but I remember when my people were in charge," sneered the demon, adding, "I would give advice that treating the lowtechs like second class slaves will get you all killed. But I'm going to rip your head off so it's a was-" he said before his own head exploded.

If Shockwave was disturbed by the cranial fluid that splattered everywhere, he didn't show it. Instead, he said to Dante in an irritated tone, "I told you to preserve its head. I wanted to study its brain core."

"Stick it up your tailpipe. You don't own my contract," said Dante, adding, "He makes sense though. You keep treating the lowtechs like slag and you'll have a civil war on your hands eventually. Everyone has a breaking point."

"The lowtechs have no chance of rebelling against us," said Shockwave, "If you wish to speak to someone about social reform, speak to Optimus Prime."

"Tell me, what will you do when lowtechs outnumber you?" said Dante conversationally, adding "Numbers always trump tech. That's why you guys are scared of spiderbots."

Shockwave paused at that before the console beeped. "Ah, we've made contact," he said.

An annoyed and bored voice said, "This channel is restricted to emergency military channels. Please sign off and call your local police units."

"This is Sub-Commander Shockwave, lock onto my position and send a Ground Bridge immediately," said Shockwave.

"C...commander Shockwave? Thank the Allspark. We've been trying to contact you for ages. One of those humans has gone nuts...some sort of nanotech..." said the voice on the other end.

"I was well aware of the situation before I was sent to the bottom of this abyss," said Shockwave, "Send me a Ground Bridge portal now."

"But he's broken containment," said the voice, clearly panicking.

"If I have to ask one more time, it'll mean your career," said Shockwave darkly.

"But...sending Ground Bridge. How many subjects?" said the shaking voice of the operator.

"Two," said Shockwave.

Dante immediately jabbed him in the foot. "Hey, you're not leaving the girls behind," he said.

"That entirely depends on whether they're still online," said Shockwave.

Dante glared and grabbed the com. "We got four down here. You try and activate it early and I'll make Shockwave seem like a damn picnic," he snapped, the operator saying "The scrap?"

Shockwave gave Dante an annoyed look before whacking him aside. "Don't presume to speak for me," said Shockwave.

"How many...and who the hell was that?" sad the operator, sounding on the verge of a nervous breakdown.

Shockwave sighed and said, "Four, if the other members of my group manage to get here. And ignore that other voice, he is just a tagalong."

"We'll need a few minutes. Most of our teams are busy searching for the other organic," said the operator.

* * *

"I thought you said it was fixed," said a voice in Soundwave's com.

"The feedback from the Dark Star Saber energy fried several subsystems, High Commander Megatron," said Soundwave, "I am not the brilliant inventor that Shockwave is."

"I'm not asking you to build a Ground Bridge from scratch, I want you to fix the existing one!" snapped Megatron's voice on the comm. With that, the image changed to Matt. "And the plan for dealing with this organic? I assume we're making _some_ sort of headway."

"Cyclonus's report did not reveal much, other than his acute control over plasma. However, he is no longer equipped with the Skyboom Shield," said Soundwave.

"He has proven to be particularly tough to wound. The only one who managed is that equine Prime and I doubt she is prepared to end him," said Megatron.

"We shall prepare accordingly. A battalion of soldiers, none using plasma-powered weaponry or modifications will be ready to come down on him in 30 cycles," said Soundwave.

"Why can't they move in now?" snapped Megatron.

"Because the organic has moved into the Crystal Spires district," said Soundwave.

Megatron paused before saying, "Give me his current location, down to the micron."

"Transmitting," said Soundwave before sending the coordinates.

After a moment, Megatron's voice said, "If the situation has not been resolved with 20 cycles, send in the soldiers, regardless of the organic's current location."

"What makes you think the situation might be resolved?" asked Soundwave.

"Because unless I miss my guess, he's heading towards the one bot who has the power to stop him in his tracks," said Megatron.

* * *

"Dammit, how many are there?" snapped Airazor, blasting two demons aside.

"There are currently 108," said Rarity, smacking back another demon.

"How would you know?" asked Airazor.

"I just found out my gem-detecting spell has been amplified in this new body," said Rarity, "I now have a very powerful radar system."

"We need to get back to the tower. I think I got a partial com. Shockwave's gotten through to topside," called Airazor before screaming as a demon got close enough to take one of her hands off.

"No!" yelled Rarity as her drill spun even faster. Suddenly, the drill halves opened up, even though they were still spinning. Rarity barely had time to register that when powerful soundwaves started emitting from the drill. The demon hit by it looked confused before collapsing into dust, the others falling over each other to scatter.

"I was hoping you had some kind of ranged weapon," said Airazor.

"You're hurt. Come on, we need to leave before they get together," said Rarity, helping Airazor up.

"I hope you can use that sound drill a couple more times," said Airazor.

"They're far away. I don't think they expected it," said Rarity.

"Good, how does that sound drill thing work?" asked Airazor.

"I did say I have a powerful radar system. I think this is an extension of it," said Rarity.

Shockwave's voice said, "Are you alive?" in a bored voice.

"Yes, Airazor's hurt. We need to get out of here," said Rarity.

"Leave her. Scanners show a spiderbot swarm closing. They are 5 cycles away," said Shockwave coldly.

"I am not leaving her behind!" snapped Rarity.

"You have no choice. You'll share her fate by helping her," said Shockwave.

"We're both coming, you...brute!" snapped Rarity, helping Airazor up again, a chittering heard in the distance.

"He might be right," said Airazor, "I'm only slowing you down. I can't fly, I can barely walk."

"No, I do not desert my...friends," said Rarity, her voice petering off as what looked like a tide came out of a building…dozens upon dozens...hundreds of tiny disks with legs, each with a single red optic...spiderbots. The tide spread out easily to surround them, intelligent behavior, before a female voice said, "And what is this...little lowtechs in the undercity?"

"Just leave me and run," whispered Airazor, "You might be able to drill your way out."

"Oh, I don't think so. My dear children are in the sewers too...and it's so rare that dinner comes to us," said the same sultry voice, a spiderbot like creature, far larger with the torso of a female Cybertronian came out, the spiderbots gently moving aside to let her past.

"Oh no, not her again," groaned Rarity.

"Oh, Miss Rarity, I did wonder who has scared the wheelers and killed so many of our enemies..." said the queen, now face-to-face with Rarity, towering a little over her

"We just want to leave now," said Rarity, "We have our way out now."

"Your friend, she is hurt...I can smell her energon leaking..." said the queen with a hungry tone.

"Keep away from her," said Rarity, "You will not have her."

"Who said anything about that? The demons eat my children when there is nothing else. The more dead, the better...and your friend killed a great many." Airazor starting to panic and scream and a few spiderbot clambered up and down to her new stump, two more dragging a nasty and lethal-looking hand.

"What are you doing?" demanded Rarity.

"She requires repairs or she will be offline...and you will be another inhabitant of this lovely city," sneered the queen as two bots began to weld the hand on, clearly painful. "If you like, I could fit her with a new wing," said the queen.

"Er, that's fine," said Rarity, "We'll take care of that on the surface."

Airazor finally managed to calm down as the spiderbots scattered, her hand, clearly from a heavy combat officer, flexed, looking slightly out of place before she turned and almost jumped to see a spiderbot sitting pirate parrot-style on her shoulder before it gave her a kiss on the face and hopped off, laughing insanely. Airazor gagged and spat frantically.

Rarity sighed and said, "Let's just go."

"We gotta go. You ok, Rarity?" asked Airazor, keeping an eye on the queen.

"You're free to go. Your friend will be...having jamming issues with their Ground Bridge, but I would like some of my children to follow you...or you can stay here," said the queen.

"Well..." started Rarity.

"You won't even know they're there," said the queen, "Almost literally. We're very good at hiding."

"Just say yes..." sighed Airazor, making a note to have the bots blasted.

"Ok, fine," said Rarity, "We're in a bit of a hurry now."

"Very good. Zita, Zantiz, go with the nice robot and help her friends," said the queen, two spiderbots scuttling up before one decided to jump on Airazor's face. "They're...enthusiastic," sighed the queen as the other one perched on rarities head and gibbered 'hi ho silver'.

Rarity didn't dare voice it, but she had a good hunch that the queen was saddling them (no pun intended) with the defective spiderbots.

"Well, go, my children can only distort Ground Bridges so long...and if you ever come back, Ill strip you for parts," said the queen politely, the swarm parting.

"Very nice to meet you," said Rarity politely before she and Airazor hurried through.

* * *

Matt glided through several pillars of crystals, holding a guide book in his talons. "Ok...so this Vector Prime's a tough guy, eh? We'll have to see, won't we?"

It was a bit odd for a Prime to be living on a world where no other Primes were allowed to visit, but Vector Prime was apparently a special case. He was a highly-respected multiversal scholar with uncannily acute clarity with mapping the various universal streams. Of course, all that meant to Matt was this guy was some egghead who probably was never in a serious fight in his life. But if the guide said he could cause trouble for Matt, he needed to go.

He soon came across the tower he was looking for and flew up the relevant floor. Inside he could see the bot he was targeting. He was mostly white with some red panels and gold trim. However, even Matt could see that this bot was extremely old. There were even clockwork gears visible inside his chest, wings, and arms. He probably had a grandfather clock for an alt-mode.

"Oh, this'll be a breeze..." muttered Matt before blasting the window and the surrounding wall.

The bot didn't even look up from his computer as Matt flew in. "Ah, you must be Commander Matthew Lynch," he said in a conversational tone.

"Commander? I'm just a sergeant," said Matt calmly, gliding in.

"Oh, I'm sorry, am I addressing at the wrong time?" asked Vector Prime, "Or perhaps I should say I will be addressing you at the wrong time. Time travel does make verbal tenses a hassle."

"Oh shut up," snapped Matt, sending a plasma orb at Vector Prime's chest. However, a small portal opened in front of Vector Prime and the plasma orb disappeared into it before it closed. "Where did you send that?" asked Matt.

"Not where, when," said Vector Prime, "Don't worry, it'll be back with us soon enough."

"Fine, I'll just tear you apart myself," snapped Matt. Matt lunged at Vector Prime who moved back a lot faster than Matt would have expected. Just as Matt was flying to catch up with Vector, the portal reopened and the plasma orb continued its journey, only for Matt to end up being in its path. "What the-" began Matt only to be sent into the wall by the blast.

"See? Right on time," said Vector Prime.

"You damn pest!" snapped Matt, lunging at Vector

For a second, Matt thought he made solid contact with the old bot's torso. Then it seemed like Vector Prime dodge the blow as Matt was throwing it.

"You're resetting time! You little cheat!" snapped Matt, getting an idea what was happening.

"Very good," said Vector Prime, "You're very quick on the uptake for your current time." Matt grinned before looking around to look for anything to force Vector's attention off him, like some civilians.

Just then, Twilight's projected voice came through the broken window, "Matt, we know you're in there. Give yourself up before we use force."

"Oh look, it's the fuzz. Which one of them should I kill first? Or maybe I'll go to their planet and see how much of it I can destroy," laughed Matt madly.

Vector Prime's jovial mood instantly vanished, "I'm warning you, Matthew James Lynch. You do not want to tamper with the flow of time."

"Aw...you know his name. He's not home," sneered Matt.

Vector Prime's optics narrowed and he said, "This won't do. That secondary personality isn't supposed to surface for years."

"It's ironic. You TransTechs seem to love saying how the sun shines out your exhaust and that you can do no wrong...and it's your stupid quantum net that let me out," laughed Matt.

"I am not one of the Transcendent Technomorphs," said Vector Prime, "I came into being long before this particular dimension was spawned."

"Yeah, right. You got their attitude right down," sneered Matt before turning as Applejack and Twilight flew into sight. "Oh look...someone for your conscience," he sneered, sending a plasma orb at Applejack.

Suddenly, there was a sound like a clock tower ringing and Matt, the plasma orb, and everything else completely froze in place, a faint blue glow filling the air.

"This has gone on quite long enough," said Vector Prime angrily. He prepared a second blast before a black tendril of energy absorbed the blast easily, a human in a black business suit seemingly stepping out from the air. "That is...quite enough," he said icily in a stop-start motion of speech.

"Come to collect your charge?" asked Vector Prime calmly as if people materialized out of nowhere every day.

"Yes...and no...he isn't officially my charge yet...but if you kill him now, there is of course the paradox and the mutiversal destruction...and if that happens you know what the rest of the order would be forced to do to you and your own," said the human calmly.

"If you were paying attention, that chronal energy was meant to reverse time, not accelerate it. I was intending on restoring to the point before this ugly side of him surfaces," said Vector Prime.

"Yes...and that was enough chronal energy to revert him to a newborn...if not earlier..."

"Was it? Ah, I forgot how soon organics entered their mature years," said Vector Prime.

"Let the owner try something...nanite code Neptune 1 3 dash 12...nano reset," said the figure smugly into Matt's ear. There was a long pause before the suited man said, "You may deactivate the chronal field now."

"I'm waiting for you to leave," said Vector icily, the human chuckling before seeming to fade into nothing.

Then time started to flow normally again. However, instead of the plasma orb continuing its trajectory towards the pony-bots, it fizzled in midair. Matt also had the most peculiar look on his face. After a minute, he collapsed down, his draconic features seeming to turn to dust, revealing the human underneath...and also out cold.

Twilight stared in confusion before setting Applejack down. "What the hay is goin' on around here?" asked Applejack.

"I have cured your friend," said Vector Prime kindly, smiling to himself as he heard, only in his head, an annoyed voice say "Hey...kill thief."

"How did you do that?" asked Twilight.

"Time heals all wounds," said Vector Prime.

"Will he be ok?" asked Twilight, looking at Matt and wincing as she saw some of the scars and bruises from the telekinetic pummeling she had handed out.

"He will not remember what happened after the other personality took control. It is perhaps better he does not know," said Vector.

"Then how are we gonna explain, well, everything?" asked Applejack.

"I am sure Commander Megatron and his personnel will have a good story," said Vector Prime.

"Megatron? But he isn't here," said Twilight.

"Wait for it," said Vector before several jet form TransTech troopers flew past the window.

"Offworlder, surrender immediately or lethal force will be used. There will be no further warnings," called a voice.

Vector Prime smirked. "I'm just that good," he said, unable to resist when he saw the girls' expressions, "You may wish to alert them to the situation before they begin firing."

Twilight nodded at that, flying out and waving...before pausing as she saw the literal army aimed at the tower. "Wow...overkill much? I mean...WAIT! EVERYTHING'S OK NOW!" she called.

"What is the status of the dragon?" called a voice.

"He's sane again. Our friend's sane again. Vector Prime cured him," called Twilight.

There was a long pause before the voice said, "Stand down everyone. I want that organic's condition verified." Two of the jets flew down, transforming into lanky troopers with guns for arms before heading inside to spot Matt before one of them gave a thumbs up to the throng "Good, but he is still under arrest until Director Shockwave can be found and recovered," said the voice.

"Who are you ta say that Matt's under arrest?" shouted Applejack.

"High Commander Megatron, that's who," said the voice flatly.

Applejack paused before saying, "Ah think he's got us there."

Vector Prime cleared his throat and said, "I'm afraid you cannot detain Mr. Lynch here long. He has very important duties elsewhere in the multiverse."

"Vector Prime...and the fact he came to your quarters specifically to destroy you makes no difference?" said Megatron icily.

"I'm not pressing charges. He's hardly the most dangerous assailant I've ever encountered," said Vector Prime.

"Fine...but I want them off world tomorrow. I don't care how. Give them a ship, throw them into a Space Bridge, I am past caring," said Megatron angrily.

"I wouldn't be surprised if Shockwave says the exact same thing when he reappears," said Vector Prime.

* * *

"What took you so long?" snapped Shockwave as the two arrived, Airazor hiding her current new hand, and helping hide the two spiderbots.

"We had an audience with the Spiderbot Queen," said Rarity.

"I...Just move...part of me does not want to know," said Shockwave wearily.

"Gladly. After this, I never want to go below ground again," said Airazor.

"But we still have to salvage that ship," said Rarity.

Shockwave snapped, "That ship is a husk! Even if it was operational, the swarm would have stripped it to a husk."

"There's still important gear there that we have to look for," said Dante.

"Oh, Dante, when did you wake up?" asked Rarity.

"After you left. Your friend tried to leave you to rot," said Dante, thumbing at Shockwave whose optic narrowed.

"The chances of you surviving were incredibly slim," said Shockwave dismissively.

"Like I said...a toaster. How long till the damn bridge?" snapped Dante, grabbing a piece of tech.

"Well, from what I've been able to discern, it seems the crisis regarding your rampaging friend has come to an end," said Shockwave.

"Does that mean someone is dead?" asked Rarity with worry.

"Dead, stopped, warped to a distant planet, I couldn't care less," said Shockwave, "What matters is that a Ground Bridge will be arriving very shortly."

The ground vibrated for a second before a far wall was torn off, sucked into a vortex. "Bingo, assholes first," said Dante, pointing for Shockwave.

"With pleasure," said Shockwave as he strode through the portal.

Dante winked at the others before following.

* * *

...and out into a large room, a dozen of Shockwave's men pointing at them.

"Ah, excellent," said Shockwave, "Soldiers, arrest the human and the Equinicon for kidnapping a military science officer. I shall be speaking with Prowl regarding Cheetor and Airazor's dismissals."

Airazor and Rarity looked horrified, but contrary to the others, Dante just smirked, before holding up the tech from earlier and plugging a crystal in. "I wouldn't doooo that," he said in a teasing voice.

"Give me one good reason why not," said Shockwave.

"Well, I'm guessing not every TransTech here is a complete glitchhead. So I reckon it'd be quite the scandal if what you said down below was on...every piece of com tech on this planet...on a three-hour loop to make sure everyone hears it?" sneered Dante darkly.

"You're bluffing," said Shockwave.

"Hmm...1 minute to show time," said Dante, hitting the button, a screen behind Shockwave flickering to a jokey 'please stand by' message.

"You know, while Megatron might not be fond of us lowtechs, he'd probably not want someone who brazenly announces his utter contempt for them under his employment," said Airazor.

"Thirty seconds till airtime and just a little longer until you're arrested," said Dante evilly.

Shockwave's single optic glared before he said, "Soldiers, stand down. The offworlders are not under arrest."

"And?" said Dante emphatically.

"Commander Cheetor and Inspector Airazor are not going to be dismissed," said Shockwave.

"And you're gonna get us a new ride, equipped with the drive from that ship down below," said Dante, the counter on the screen entering the last 10 seconds.

"Fine, I'll have you all deported!" snapped Shockwave, "I'll be glad to see the last of you anyways."

Dante grinned before pausing the timer at 3 seconds. "Nice doing business," he said coldly, before passing Airazor the control and saying "In case you get any ideas."

"You're almost as bad as that group from the Malgus cluster," muttered Shockwave.

* * *

"Matt...you're alive...shame," said Dante, Matt looking pale like he'd gotten the flu.

"Yeah...shame...who are you again?" asked Matt.

"How bad did he gets his head kicked in?" laughed Dante, getting frowns from the girls.

"Accordin' to that Vector Prime feller, he had his brain rewound or something," said Applejack.

"It might take some time for his memories to catch up, except for everything that's happened since he arrived in Axiom Nexus," said Twilight.

"Oh...fun. Did he kill anyone?" asked Dante.

"He badly injured a bot named Cyclonus, but he'll live," said Twilight.

"Damn, one less toaster would have been nice," muttered Dante before they all looked up as Vector Prime strode in, his escort training, to Dante's annoyance, almost entirely on Matt.

"Optimus Prime would have come in person to see you off, but his schedule is too full at the moment," said Vector Prime, "He asked me to go in his stead."

"Is our ride ready?" asked Dante, Matt saying dizzily "The drinks machine is talking..."

"Nearly so," said Vector Prime, "We need to make some modifications for supporting organic life."

"As long as it works. I hope Shockwave didn't put any silly trackers on it," said Dante, apparently conversationally.

"Even the Decepticons of this world can be callous, if more restrained," said Vector Prime, "But you can be assured the Autobots balance them out."

"Just remember, Airazor's got all you need to have Megatron lock that jerk up," said Dante.

"Speaking of whom, she wanted to speak with you before you left," said Vector Prime.

"Lovely," said Rarity as Airazor, looking clear, her arm replaced and looking better than ever.

"Hey girls," said Airazor, "I just wanted to tell you a few things before you left."

"Oh? What's that?" said Dante, pushing Matt aside who was saying "I saw you in a cartoon once...the CGI was really baaaad."

"Well, I didn't want to say it before because I wasn't certain you'd ever leave, but I think I saw two of your friends before," said Airazor.

"What? Which ones?" asked Dante.

"Well, there was this blue flying one with rainbow hair, had a big competitive streak," said Airazor, "And there was this pink one who was..."

"Crazy beyond the scope of science?" asked Twilight.

"Exactly," said Airazor.

"You know those two?" asked Dante.

Twilight nodded, "Pinkie Pie and Rainbow Dash."

Matt said dizzily, "Are we going on a road trip?"

"Yep, just as we figure out where to go," said Applejack.

"They were both in my home universe of Primax 496.22 Alpha," said Airazor, projecting a map of the Milky Way galaxy of that universe, "I think they might still be there." Just then, the apple on Applejack's chest and Twilight and Rarity's horns started slowing. Beams of light shot from all three of them, forming a triangle focused on one particular spot on the map.

"Bingo, time travel too if you're still there. Any warnings you want us to pass on? Like avoid the demon's axe?" said Dante sarcastically, earning a slap to the back of the head from Applejack.

Airazor zoomed in on the image, which soon revealed a metallic sphere. "Huh, what do you know," said Airazor, "Apparently, you might find your friends on Cybertron. Though I'm not certain which time period."

"Allow me," said Vector Prime as he gazed at the map. The gears in his chest clicked rapidly as his eyes glowed brighter. Finally, he said, "Hmm...it seems they've arrived at a troubled time, in the middle of the Spark War."

"Great...have you guys ever _not_ fought?" said Dante.

"Only in this universe," said Vector Prime.

"Give it time. I'd advise you to keep a few eyes on Shockwave before he pushes the lowtechs too far," said Dante, helping Matt towards the door.

"Just a moment," said Vector Prime before turning to the mares, "You three have a power inside you, a power that reminds me heavily of one of my brothers. And I have a strong feeling that you'll meet him before your voyage is done. When you do, tell him that I send my best wishes."

"How will we know your brother?" asked Twilight.

Vector Prime chuckled and said, "Trust me, when we aren't wanting to be unnoticed by the populace, we stand out like beacons."

"And I have my own message," said Airazor, "If you see Tigatron, tell him I'm still alive, but I can't reach him. I might find my way back to him or find a way to bring him here, but we will be together again someday."

Matt seemed to pause at that before pushing Dante off and walking over to a cabinet marked 'emergency bridge beacon', rattling the door for the moment before his eyes flashed red and the door...came off.

"There are a few nanites left in him," said Vector.

"Yah don't say," said Applejack dryly.

"Just, whatever you do, don't tell him of when he was a dragon," said Vector Prime, "Make up any other story to fill in the gap, but he must not know about that."

"Why?" asked Twilight.

Vector Prime said, "We checked your ships chronometer. These guys are a little...early." Twilight's eyes widening as she caught on.

"So, how will we..." started Applejack.

"Things often have a way of working themselves out," said Vector Prime, "You'll see what I mean."

Dante appeared at the door. "You girls coming?" he snapped.

Rarity hugged Airazor one last time and said, "I'm make sure Tigatron gets your message. Just don't give up on him. And do try to help out the lowtechs more."

"Rarity, if there's one thing you've taught me, it's that we're all in this together," said Airazor.

"Great, there's the moral of the day. I'm feeling all mushy inside. CAN WE GET A MOVE ON?!" snapped Dante.

"Are all humans this easily annoyed?" asked Rarity.

"I think it's mostly the men," said Twilight, "They're less willing to open up about their sensitivity."

With that, the three mares boarded the ship. As Vector Prime and Airazor waved goodbye, the ship lifted off into the sky and through a transwarp portal to their next destination.

* * *

There's the other half of Rarity's chapter. Took a while, but we finally get to see Rarity's upgrade, which is of course based off of this. The Transformers references are a little less heavy in this part, but there are still plenty. Namely the Mutants and Demons that have appeared in the Marvel comics. And we have Vector Prime. Of course, this is obviously the mulitversal singularity version which places this story well before the Shroud happened. This story wouldn't have been able to go very far if the Shroud were in effect. Also, the Airazor of Axiom Nexus is the same Airazor that was seen in Rainbow Dash's chapter. The comics didn't really explain why she wasn't present during the 3H comics so I've provided my own explanation.

Anyways, half of the Mane 6 have been reunited and there's still one pony who has yet to meet up with any of the others. We'll be seeing her in due time. Until then, please review.


End file.
